Common use of Prohibited Indemnification Clause in Contracts

Prohibited Indemnification. Subject only to Section 2.4 below, if applicable, no indemnification nor Expense Advance (as defined below) pursuant to this Agreement shall be paid by McGrath RentCorp: 2.3.1 In connection with any Procee▇▇▇▇ ▇▇itiated by Xxxxxx against McGrath RentCorp or any director or officer of McGrath RentCorp (othe▇ ▇▇▇▇ by way of defense, counter claim or cros▇ ▇▇▇▇▇ which arises by reason of or in part out of an Indemnifiable Event), unless: (a) McGrath RentCorp has joined in, or the Board has consented to, the in▇▇▇▇▇▇▇n of such Proceeding; (b) the Proceeding is one to enforce indemnification rights under this Agreement or any other agreement or insurance policy or under McGrath RentCorp's Articles of Incorporation or Bylaws; or (c) the Pr▇▇▇▇▇▇▇g is instituted after a Change in Control and Independent Counsel has approved its initiation; 2.3.2 On account of any Proceeding in which judgment is rendered against Xxxxxx for an accounting of profits made from the purchase or sale by Xxxxxx of securities of McGrath RentCorp pursuant to the provisions of Section 16(b) of the S▇▇▇▇▇▇▇es Exchange Act of 1934, as amended, or similar provisions of any federal, state or local laws; 2.3.3 To the extent Xxxxxx settles or otherwise disposes of a Proceeding or causes the settlement or disposal of a Proceeding without McGrath RentCorp's express prior written consent (which shall not be ▇▇▇▇▇▇▇nably withheld), unless Xxxxxx receives court approval for such settlement or other disposition where McGrath RentCorp had the opportunity to oppose Xxxxxx's request for s▇▇▇ ▇▇▇rt approval or the settlement is approved by Independent Counsel; 2.3.4 With regard to any judicial award if McGrath RentCorp was not given a reasonable and timely opportunity, a▇ ▇▇▇ ▇xpense, to participate in the defense of such action unless McGrath RentCorp's participation in such Proceeding was barred by thi▇ ▇▇▇▇▇ment or the court in such Proceeding; or 2.3.5 For any acts, omissions, transactions or circumstances for which indemnification is prohibited by applicable state or federal law. For convenience only, a copy of Sections 204(a)(10), 204(a)(11) and 317 of the California Corporations Code, the principal provisions which limit Xxxxxx's right to indemnification, is included as Appendix A hereto. Xxxxxx is cautioned that indemnification may be further limited by any changes to such laws or any other applicable law. MCGRATH RENTCORP IS NOT OBLIGATED TO NOTIFY XXXXXX OF ANY SUCH CHANGE▇. ▇▇▇▇her, McGrath RentCorp and Xxxxxx are advised that the Securities and Excha▇▇▇ ▇▇▇mission believes indemnification for liabilities arising under federal securities laws is against public policy and is, therefore, unenforceable.

Prohibited Indemnification. Subject only to Section 2.4 below, if applicable, no indemnification nor Expense Advance (as defined below) pursuant to this Agreement shall be paid by McGrath ▇▇▇▇▇▇▇ RentCorp: 2.3.1 In connection with any ProceeProceeding initiated by Officer/Director against ▇▇▇▇▇▇▇ ▇▇itiated by Xxxxxx against McGrath RentCorp ▇▇▇▇▇▇ or any director or officer of McGrath RentCorp (othe▇ ▇▇▇▇ by way of defense, counter claim or cros▇ ▇▇▇▇▇ which arises by reason of or in part out of an Indemnifiable Event), RentCorp unless: : (a) McGrath ▇▇▇▇▇▇▇ RentCorp has joined in, or the Board has consented to, the in▇▇▇▇▇▇▇n initiation of such Proceeding; (b) the Proceeding is one to enforce indemnification rights under this Agreement or any other agreement or insurance policy or under McGrath ▇▇▇▇▇▇▇ RentCorp's ’s Articles of Incorporation or Bylaws; or (c) the Pr▇▇▇▇▇▇▇g Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiation; ; MCG5 325 02.1 Indemnification Agreement BMS 072617 Officer/Director/ ▇▇▇▇▇▇▇ RentCorp 2.3.2 On account of any Proceeding in which judgment is rendered against Xxxxxx Officer/Director for an accounting of profits made from the purchase or sale by Xxxxxx Officer/Director of securities of McGrath ▇▇▇▇▇▇▇ RentCorp pursuant to the provisions of Section 16(b) of the S▇▇▇▇▇▇▇es Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local laws; 2.3.3 To the extent Xxxxxx Officer/Director settles or otherwise disposes of a Proceeding or causes the settlement or disposal of a Proceeding without McGrath ▇▇▇▇▇▇▇ RentCorp's ’s express prior written consent (which shall not be ▇▇▇▇▇▇▇nably unreasonably withheld), unless Xxxxxx Officer/Director receives court approval for such settlement or other disposition where McGrath ▇▇▇▇▇▇▇ RentCorp had the opportunity to oppose Xxxxxx's Officer/Director’s request for s▇▇▇ ▇▇▇rt such court approval or the settlement is approved by Independent Counsel; 2.3.4 With regard to any judicial award if McGrath ▇▇▇▇▇▇▇ RentCorp was not given a reasonable and timely opportunity, a▇ ▇▇▇ ▇xpenseat its expense, to participate in the defense of such action unless McGrath ▇▇▇▇▇▇▇ RentCorp's ’s participation in such Proceeding was barred by thi▇ ▇▇▇▇▇ment this Agreement or the court in such Proceeding; or 2.3.5 For any acts, omissions, transactions or circumstances for which indemnification is prohibited by applicable state or federal law. For convenience only, a copy of Sections 204(a)(10), 204(a)(11) and 317 of the California Corporations Code, the principal provisions which limit Xxxxxx's Officer/Director’s right to indemnification, is included as Appendix A hereto. Xxxxxx Officer/Director is cautioned that indemnification may be further limited by any changes to such laws or any other applicable law. MCGRATH RENTCORP IS NOT OBLIGATED TO NOTIFY XXXXXX OF ANY SUCH CHANGE▇. ▇▇▇▇her▇▇▇ ▇▇▇▇▇▇▇▇ is not obligated to notify Officer/Director of any such changes. Further, McGrath RentCorp ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Xxxxxx Officer/Director are advised that the Securities and Excha▇▇▇ ▇▇▇mission Exchange Commission believes indemnification for liabilities arising under federal securities laws is against public policy and is, therefore, unenforceable.

Prohibited Indemnification. Subject only to Section 2.4 below, if applicable, no No indemnification nor Expense Advance (as defined below) pursuant to this Agreement shall be paid by McGrath RentCorp: 2.3.1 In connection with any Procee▇▇▇▇ ▇▇itiated by Xxxxxx against McGrath RentCorp or any director or officer of McGrath RentCorp (othe▇ ▇▇▇▇ by way of defense, counter claim or cros▇ ▇▇▇▇▇ which arises by reason of or in part out of an Indemnifiable Event), unlessthe Company on account of: (a) McGrath RentCorp has joined in, Indemnitee’s conduct that is finally adjudged to have been knowingly fraudulent or the Board has consented to, the in▇▇▇▇▇▇▇n of such Proceeding; to constitute willful misconduct; (b) any Proceeding in which judgment is rendered against the Proceeding Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (c) conduct for which payment is one actually made to the Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, by-law or agreement, except in respect of any indemnity exceeding the payment under such insurance, clause, by-law or agreement; (d) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and the Indemnitee have been advised that the Securities and Exchange Commission believes that (i) indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and (ii) claims for indemnification should be submitted to the appropriate court for adjudication); or (e) any proceeding (or part thereof) by the Indemnitee against the Company or its directors, officers, employees, or other indemnitees, unless (1) such indemnification is expressly required to be made by law, (2) the proceeding was authorized by the Board, (3) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (4) to establish or enforce indemnification rights a right to indemnify under this Agreement or any other agreement or insurance policy or under McGrath RentCorp's Articles the Company’s Certificate of Incorporation or Bylaws; By-laws now or hereafter in effect or (c5) the Pr▇▇▇▇▇▇▇g Proceeding is instituted after a Change in Control and Independent Counsel has (other than a Change in Control approved its initiation; 2.3.2 On account of any Proceeding in which judgment is rendered against Xxxxxx for an accounting of profits made from the purchase or sale by Xxxxxx of securities of McGrath RentCorp pursuant to the provisions of Section 16(b) a majority of the S▇▇▇▇▇▇▇es Exchange Act of 1934, as amended, or similar provisions of any federal, state or local laws; 2.3.3 To directors on the extent Xxxxxx settles or otherwise disposes of a Proceeding or causes the settlement or disposal of a Proceeding without McGrath RentCorp's express Board who were directors immediately prior written consent (which shall not be ▇▇▇▇▇▇▇nably withheld), unless Xxxxxx receives court approval for such settlement or other disposition where McGrath RentCorp had the opportunity to oppose Xxxxxx's request for s▇▇▇ ▇▇▇rt approval or the settlement is approved by Independent Counsel; 2.3.4 With regard to any judicial award if McGrath RentCorp was not given a reasonable and timely opportunity, a▇ ▇▇▇ ▇xpense, to participate in the defense of such action unless McGrath RentCorp's participation in such Proceeding was barred by thi▇ ▇▇▇▇▇ment or the court in such Proceeding; or 2.3.5 For any acts, omissions, transactions or circumstances for which indemnification is prohibited by applicable state or federal law. For convenience only, a copy of Sections 204(a)(10), 204(a)(11) and 317 of the California Corporations Code, the principal provisions which limit Xxxxxx's right to indemnification, is included as Appendix A hereto. Xxxxxx is cautioned that indemnification may be further limited by any changes to such laws or any other applicable law. MCGRATH RENTCORP IS NOT OBLIGATED TO NOTIFY XXXXXX OF ANY SUCH CHANGE▇. ▇▇▇▇her, McGrath RentCorp and Xxxxxx are advised that the Securities and Excha▇▇▇ ▇▇▇mission believes indemnification for liabilities arising under federal securities laws is against public policy and is, therefore, unenforceableChange in Control).

Prohibited Indemnification. Subject only to Section 2.4 below, if applicable, no indemnification nor Expense Advance (as defined below) pursuant to this Agreement shall be paid by McGrath RentCorpMcGr▇▇▇ ▇▇▇tCorp: 2.3.1 In connection with any Procee▇Proceeding initiated by Indemnitee against McGr▇▇▇ ▇▇itiated by Xxxxxx against McGrath RentCorp ▇tCorp or any director or officer of McGrath RentCorp (otheMcGr▇▇▇ ▇▇▇▇ by way of defense, counter claim or cros▇ ▇▇▇▇▇ which arises by reason of or in part out of an Indemnifiable Event), tCorp unless: (a) McGrath RentCorp McGr▇▇▇ ▇▇▇tCorp has joined in, or the Board has consented to, the in▇▇▇▇▇▇▇n initiation of such Proceeding; (b) the Proceeding is one to enforce indemnification rights under this Agreement or any other agreement or insurance policy or under McGrath RentCorp's Articles of Incorporation or BylawsSection 6; or (c) the Pr▇▇▇▇▇▇▇g Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiation; 2.3.2 On account of any Proceeding in which judgment is rendered against Xxxxxx Indemnitee for an accounting of profits made from the purchase or sale by Xxxxxx Indemnitee of securities of McGrath RentCorp McGr▇▇▇ ▇▇▇tCorp pursuant to the provisions of Section 16(b) of the S▇▇▇▇▇▇▇es Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state state, or local laws; 2.3.3 To the extent Xxxxxx Indemnitee settles or otherwise disposes of a Proceeding or causes the settlement or disposal of a Proceeding without McGrath RentCorpMcGr▇▇▇ ▇▇▇tCorp's express prior written consent (which shall not be ▇▇▇▇▇▇▇nably unreasonably withheld), ) unless Xxxxxx Indemnitee receives court approval for such settlement or other disposition where McGrath RentCorp had the opportunity to oppose Xxxxxx's request for sMcGr▇▇▇ ▇▇▇rt tCorp had the opportunity to oppose Indemnitee's request for such court approval or the settlement is approved by Independent Counsel; 2.3.4 With regard to any judicial award if McGrath RentCorp McGr▇▇▇ ▇▇▇tCorp was not given a reasonable and timely opportunity, a▇ ▇▇▇ ▇xpenseat its expense, to participate in the defense of such action unless McGrath RentCorpMcGr▇▇▇ ▇▇▇tCorp's participation in such Proceeding was barred by thi▇ ▇▇▇▇▇ment this Agreement or the court in such Proceeding; ornor 2.3.5 For any acts, omissions, transactions or circumstances for which indemnification is prohibited by applicable state or federal law. For the convenience onlyof Indemnitee, a copy copies of Sections 204(a)(10), 204(a)(11204(a) and Section 317 of the California Corporations Code, the principal provisions which limit XxxxxxIndemnitee's right to indemnification, is included as Appendix A heretoare provided to Indemnitee with this Agreement. Xxxxxx Indemnitee is cautioned that indemnification may be further limited by any changes to such laws or any other applicable law. MCGRATH RENTCORP McGr▇▇▇ ▇▇▇tCorp IS NOT OBLIGATED TO NOTIFY XXXXXX INDEMNITEE OF ANY SUCH CHANGECHANGES; further, McGr▇. ▇▇ ▇▇▇▇her, McGrath RentCorp tCorp and Xxxxxx Indemnitee are advised that the Securities and Excha▇▇▇ ▇▇▇mission Exchange Commission believes indemnification for liabilities arising under federal securities laws is against public policy and is, therefore, unenforceable.