Common use of Prohibited Indemnification Clause in Contracts

Prohibited Indemnification. Notwithstanding any provision in this Deed, the Company shall not be obliged to make any indemnity in connection with any claim made against a Beneficiary: (a) for which payment has actually been made to or on behalf of a Beneficiary under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any such insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of the Beneficiary; or (b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by a Beneficiary of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Beneficiary of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Beneficiary from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Company of profits arising from the purchase and sale by the Beneficiary of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or (iii) any reimbursement of the Company by the Beneficiary of any compensation pursuant to any compensation recoupment or claw-back policy adopted by the Company or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by a Beneficiary, including any Proceeding (or any part of any Proceeding) initiated by a Beneficiary against the Company, any of its subsidiaries and/or any Additional Enterprise, or any director, officer, secretary, agent, employee, fiduciary or other indemnitee of such entities, unless (i) the Board or the Additional Enterprise, as the case may be, authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such indemnity payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Beneficiary in any Proceeding (or any part of any Proceeding), (iii) the Proceeding is initiated by the Beneficiary pursuant to Beneficiary’s rights under Clause 4.7 (Adjudication) of this Deed or (iv) the Company elects to provide the indemnification pursuant to the powers vested in the Company under applicable law; or (d) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable law.

Prohibited Indemnification. Notwithstanding any provision in this DeedAgreement, the Company shall not be obliged obligated under this Agreement to make any indemnity in connection with any claim made against a BeneficiaryIndemnitee: (a) 1. for which payment has actually been made to or on behalf of a Beneficiary Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any such insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of the BeneficiaryIndemnitee; or (b) 2. for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by a Beneficiary Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Beneficiary Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Beneficiary Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Company of profits arising from the purchase and sale by the Beneficiary Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or (iii) any reimbursement of the Company by the Beneficiary Indemnitee of any compensation pursuant to any compensation recoupment or claw-back policy adopted by the Company Parent or the compensation committee of the Parent Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by a Beneficiary, including any Proceeding (or any part of any Proceeding) initiated by a Beneficiary against the Company, any of its subsidiaries and/or any Additional Enterprise, or any director, officer, secretary, agent, employee, fiduciary or other indemnitee of such entities, unless (i) the Board or the Additional Enterprise, as the case may be, authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such indemnity payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Beneficiary in any Proceeding (or any part of any Proceeding), (iii) the Proceeding is initiated by the Beneficiary pursuant to Beneficiary’s rights under Clause 4.7 (Adjudication) of this Deed or (iv) the Company elects to provide the indemnification pursuant to the powers vested in the Company under applicable law; or (d) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable law.

Prohibited Indemnification. Notwithstanding any provision in No indemnification pursuant to this Deed, Agreement shall be paid by the Company shall not be obliged to make any indemnity in connection with any claim made against a Beneficiaryon account of: (a) for which payment has actually Indemnitee’s conduct that is finally adjudged to have been made knowingly fraudulent or to or on behalf of a Beneficiary under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any such insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of the Beneficiary; orconstitute willful misconduct; (b) any Proceeding in which judgment is rendered against the Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by a Beneficiary the Indemnitee of securities of the Company within pursuant to the meaning 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 actually made to the Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, by-law or common lawagreement, 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) any reimbursement of the Company by the Beneficiary of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Beneficiary from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment claims for indemnification should be submitted to the Company of profits arising from the purchase and sale by the Beneficiary of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or (iii) any reimbursement of the Company by the Beneficiary of any compensation pursuant to any compensation recoupment or claw-back policy adopted by the Company or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Actappropriate court for adjudication); or (ce) in connection with any Proceeding proceeding (or any part of any Proceedingthereof) initiated by a Beneficiarythe Indemnitee against the Company or its directors, including any Proceeding officers, employees, or other indemnitees, unless (or any part of any Proceeding1) initiated such indemnification is expressly required to be made by a Beneficiary against law, (2) the proceeding was authorized by the Board, (3) such indemnification is provided by the Company, any of in its subsidiaries and/or any Additional Enterprisesole discretion, or any director, officer, secretary, agent, employee, fiduciary or other indemnitee of such entities, unless (i) the Board or the Additional Enterprise, as the case may be, authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such indemnity payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Beneficiary in any Proceeding (or any part of any Proceeding), (iii) the Proceeding is initiated by the Beneficiary pursuant to Beneficiary’s rights under Clause 4.7 (Adjudication) of this Deed or (iv) the Company elects to provide the indemnification pursuant to the powers vested in the Company under applicable law; or , (d4) if to establish or enforce a court right to indemnify under this Agreement or any other agreement or insurance policy or under the Company’s Certificate of competent jurisdiction Incorporation or By-laws now or hereafter in effect or (5) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a final and non-appealable judgment, shall determine that majority of the directors on the Board who were directors immediately prior to such indemnification is not permitted under applicable lawChange in Control).

Prohibited Indemnification. Notwithstanding any provision in Subject only to Section 2.4 below, if applicable, no indemnification nor Expense Advance pursuant to this Deed, the Company Agreement shall not be obliged to make any indemnity in paid by McGr▇▇▇ ▇▇▇tCorp: 2.3.1 In connection with any claim made Proceeding initiated by Indemnitee against a BeneficiaryMcGr▇▇▇ ▇▇▇tCorp or any director or officer of McGr▇▇▇ ▇▇▇tCorp unless: (a) for which payment McGr▇▇▇ ▇▇▇tCorp has actually been made to joined in, or on behalf the Board has consented to, the initiation of a Beneficiary under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any such insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of the BeneficiaryProceeding; or (b) the Proceeding is one to enforce indemnification rights under Section 6; or (c) the 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 Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by a Beneficiary Indemnitee of securities of McGr▇▇▇ ▇▇▇tCorp pursuant to the Company within the meaning provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law any federal, state, or common law, (ii) any reimbursement local laws; 2.3.3 To the extent Indemnitee settles or otherwise disposes of a Proceeding or causes the Company by the Beneficiary settlement or disposal of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Beneficiary from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the a Proceeding without McGr▇▇▇ ▇▇▇tCorp's express prior written consent (which shall not be unreasonably withheld) unless Indemnitee receives court approval for such settlement or other disposition where McGr▇▇▇ ▇▇▇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 McGr▇▇-▇ ▇▇▇tCorp was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action unless McGr▇▇▇ Act of 2002 (the “▇▇▇tCorp's participation in such Proceeding was barred by this Agreement or the court in such Proceeding; nor 2.3.5 For any acts, omissions, transactions or circumstances for which indemnification is prohibited by applicable state or federal law. For the convenience of Indemnitee, copies of Sections 204(a) and Section 317 of the California Corporations Code, the principal provisions which limit Indemnitee's right to indemnification, are provided to Indemnitee with this Agreement. Indemnitee is cautioned that indemnification may be further limited by any changes to such laws or any other applicable law. McGr▇▇▇ ▇▇▇tCorp IS NOT OBLIGATED TO NOTIFY INDEMNITEE OF ANY SUCH CHANGES; further, McGr▇▇-▇ ▇▇▇▇▇ Act”)tCorp and Indemnitee are advised that the Securities and Exchange Commission believes indemnification for liabilities arising under federal securities laws is against public policy and is, or the payment to the Company of profits arising from the purchase and sale by the Beneficiary of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or (iii) any reimbursement of the Company by the Beneficiary of any compensation pursuant to any compensation recoupment or claw-back policy adopted by the Company or the compensation committee of the Boardtherefore, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by a Beneficiary, including any Proceeding (or any part of any Proceeding) initiated by a Beneficiary against the Company, any of its subsidiaries and/or any Additional Enterprise, or any director, officer, secretary, agent, employee, fiduciary or other indemnitee of such entities, unless (i) the Board or the Additional Enterprise, as the case may be, authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such indemnity payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Beneficiary in any Proceeding (or any part of any Proceeding), (iii) the Proceeding is initiated by the Beneficiary pursuant to Beneficiary’s rights under Clause 4.7 (Adjudication) of this Deed or (iv) the Company elects to provide the indemnification pursuant to the powers vested in the Company under applicable law; or (d) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable lawunenforceable.

Prohibited Indemnification. Notwithstanding any provision in Subject only to Section 2.4 below, if applicable, no indemnification nor Expense Advance (as defined below) pursuant to this Deed, the Company Agreement shall not be obliged to make any indemnity in paid by ▇▇▇▇▇▇▇ RentCorp: 2.3.1 In connection with any claim made Proceeding initiated by Officer/Director against a Beneficiary: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any director or officer of ▇▇▇▇▇▇▇ RentCorp unless: (a) for which payment ▇▇▇▇▇▇▇ RentCorp has actually been made joined in, or the Board has consented to, the initiation of such Proceeding; (b) the Proceeding is one to enforce indemnification rights under this Agreement or on behalf of a Beneficiary under any other agreement or insurance policy or other indemnity provision, except with respect to under ▇▇▇▇▇▇▇ RentCorp’s Articles of Incorporation or Bylaws; or (c) the 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 excess beyond the amount paid under any such insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of the Beneficiary; or (b) Proceeding in which judgment is rendered against Officer/Director for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by a Beneficiary Officer/Director of securities of ▇▇▇▇▇▇▇ RentCorp pursuant to the Company within the meaning provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state statutory law or common local laws; 2.3.3 To the extent Officer/Director settles or otherwise disposes of a Proceeding or causes the settlement or disposal of a Proceeding without ▇▇▇▇▇▇▇ RentCorp’s express prior written consent (which shall not be unreasonably withheld), unless Officer/Director receives court approval for such settlement or other disposition where ▇▇▇▇▇▇▇ RentCorp had the opportunity to oppose Officer/Director’s request for such court approval or the settlement is approved by Independent Counsel; 2.3.4 With regard to any judicial award if ▇▇▇▇▇▇▇ RentCorp was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action unless ▇▇▇▇▇▇▇ RentCorp’s participation in such Proceeding was barred by 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, (iia copy of Sections 204(a)(10), 204(a)(11) any reimbursement and 317 of the Company California Corporations Code, the principal provisions which limit Officer/Director’s right to indemnification, is included as Appendix A hereto. Officer/Director is cautioned that indemnification may be further limited by the Beneficiary of any bonus changes to such laws or any other incentive-based or equity-based compensation or of any profits realized by the Beneficiary from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the applicable law. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is not obligated to notify Officer/Director of any such changes. Further, ▇-▇▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)and Officer/Director are advised that the Securities and Exchange Commission believes indemnification for liabilities arising under federal securities laws is against public policy and is, or the payment to the Company of profits arising from the purchase and sale by the Beneficiary of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or (iii) any reimbursement of the Company by the Beneficiary of any compensation pursuant to any compensation recoupment or claw-back policy adopted by the Company or the compensation committee of the Boardtherefore, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by a Beneficiary, including any Proceeding (or any part of any Proceeding) initiated by a Beneficiary against the Company, any of its subsidiaries and/or any Additional Enterprise, or any director, officer, secretary, agent, employee, fiduciary or other indemnitee of such entities, unless (i) the Board or the Additional Enterprise, as the case may be, authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such indemnity payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Beneficiary in any Proceeding (or any part of any Proceeding), (iii) the Proceeding is initiated by the Beneficiary pursuant to Beneficiary’s rights under Clause 4.7 (Adjudication) of this Deed or (iv) the Company elects to provide the indemnification pursuant to the powers vested in the Company under applicable law; or (d) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable lawunenforceable.

Prohibited Indemnification. Notwithstanding any provision in No indemnification pursuant to this Deed, Agreement shall be paid by the Company shall not be obliged to make any indemnity in connection with any claim made against a Beneficiaryon account of: (a) for which payment has actually Indemnitee’s conduct that is finally adjudged to have been made knowingly fraudulent or to or on behalf of a Beneficiary under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any such insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of the Beneficiary; orconstitute willful misconduct; (b) any Proceeding in which judgment is rendered against the Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by a Beneficiary the Indemnitee of securities of the Company within pursuant to the meaning 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 or common law, ; (iic) any Proceeding in which judgment is rendered against the Indemnitee for reimbursement of to the Company by the Beneficiary of any bonus or other incentive-based or equity-based compensation as required under the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any profits realized federal, state or local statutory law; (d) conduct for which payment is 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; (e) a final decision by a court having jurisdiction in the Beneficiary from matter determining that such indemnification is not lawful (and, in this respect, both the sale of securities of Company and the Company, as required in each case Indemnitee have been advised that the Securities and Exchange Commission believes that (i) indemnification for liabilities arising under the Exchange Act federal securities laws is against public policy and is, therefore, unenforceable and (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment ii) claims for indemnification should be submitted to the Company of profits arising from the purchase and sale by the Beneficiary of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or (iii) any reimbursement of the Company by the Beneficiary of any compensation pursuant to any compensation recoupment or claw-back policy adopted by the Company or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Actappropriate court for adjudication); or (cf) in connection with any Proceeding proceeding (or any part of any Proceedingthereof) initiated by a Beneficiary, including any Proceeding (or any part of any Proceeding) initiated by a Beneficiary the Indemnitee against the CompanyCompany or its directors, any of its subsidiaries and/or any Additional Enterpriseofficers, employees, or any director, officer, secretary, agent, employee, fiduciary or other indemnitee of such entitiesindemnitees, unless (i) the Board or the Additional Enterprise, as the case may be, authorized the Proceeding (or any part of any Proceeding) prior such indemnification is expressly required to its initiationbe made by law, (ii) such indemnity payment arises in connection with any mandatory counterclaim or cross claim brought or raised the proceeding was authorized by the Beneficiary in any Proceeding (or any part of any Proceeding)Board, (iii) the Proceeding such indemnification is initiated provided by the Beneficiary pursuant to Beneficiary’s rights under Clause 4.7 (Adjudication) of this Deed or (iv) the Company elects to provide the indemnification Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or , (div) if to establish or enforce a court right to indemnity under this Agreement or any other agreement or insurance policy or under the Certificate of competent jurisdiction Incorporation or Bylaws or (v) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a final and non-appealable judgment, shall determine that majority of the directors on the Board who were directors immediately prior to such indemnification is not permitted under applicable lawChange in Control).

Prohibited Indemnification. Notwithstanding any provision in this DeedAgreement, the Company shall not be obliged obligated under this Agreement to make any indemnity in connection with any claim made against a BeneficiaryIndemnitee: (a) 1. for which payment has actually been made to or on behalf of a Beneficiary Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any such insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of the BeneficiaryIndemnitee; or (b) 2. for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by a Beneficiary Indemnitee of securities of the Company within the meaning of Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Beneficiary Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Beneficiary Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the U.S. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”SOX” ), or the payment to the Company of profits arising from the purchase and sale by the Beneficiary Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActSOX) or (iii) any reimbursement of the Company by the Beneficiary Indemnitee of any compensation pursuant to any compensation recoupment or claw-back policy adopted by the Company Parent or the compensation committee Compensation Committee of the Parent Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or (c) 3. in connection with any Proceeding (or any part of any Proceeding) initiated by a BeneficiaryIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by a Beneficiary Indemnitee against the CompanyParent, any of its subsidiaries and/or any Additional Enterprise, or any director, officer, secretarySecretary, agent, employee, fiduciary or other indemnitee of such entities, unless (i) the Parent Board or the Additional Enterprise, as the case may be, authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such indemnity payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Beneficiary Indemnitee in any Proceeding (or any part of any Proceeding), (iii) the Proceeding is initiated by the Beneficiary Indemnitee pursuant to BeneficiaryIndemnitee’s rights under Clause 4.7 Section 4(g) (Adjudication) of this Deed Agreement or (iv) the Company elects to provide the indemnification pursuant to the powers vested in the Company under applicable law; or (d) 4. if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable law.

Prohibited Indemnification. Notwithstanding any provision in No indemnification pursuant to this Deed, Agreement shall be paid by the Company shall not be obliged on account of any Proceeding in which a final judgment is rendered against Indemnitee or Indemnitee enters into a settlement, in each case (i) for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to make the provisions of Section 16(b) of the Exchange Act or similar provisions of any indemnity in connection with any claim made against a Beneficiary: federal, state or local laws; (aii) for which payment has actually been made to or on behalf of a Beneficiary Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any such insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of the Beneficiary; or (biii) for any Expenses incurred by Indemnitee in connection with any Proceeding to enforce indemnification rights or insurance recovery under Section 5 where it has been ultimately determined that Indemnitee is not entitled to such indemnification or insurance recovery; (iiv) for any Expenses incurred by Indemnitee in connection with any Proceeding to enforce against Indemnitee non-compete or non-disclosure agreements or the non-compete or non-disclosure provisions of any employment, consulting or other similar agreement the Indemnitee may be a party to with the Company or any of its Affiliates; or (v) for which payment is prohibited by law. Notwithstanding anything to the contrary stated or implied in this Section 2(f), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by a Beneficiary Indemnitee of securities of the Company within pursuant to the meaning provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state statutory law or common law, (iilocal laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) any reimbursement of the Company by the Beneficiary of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Beneficiary from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Company of profits arising from the purchase and sale by the Beneficiary of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or (iii) any reimbursement of the Company by the Beneficiary similar provisions of any compensation pursuant to any compensation recoupment federal, state or claw-back policy adopted by the Company or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by a Beneficiary, including any Proceeding (or any part of any Proceeding) initiated by a Beneficiary against the Company, any of its subsidiaries and/or any Additional Enterprise, or any director, officer, secretary, agent, employee, fiduciary or other indemnitee of such entities, unless (i) the Board or the Additional Enterprise, as the case may be, authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such indemnity payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Beneficiary in any Proceeding (or any part of any Proceeding), (iii) the Proceeding is initiated by the Beneficiary pursuant to Beneficiary’s rights under Clause 4.7 (Adjudication) of this Deed or (iv) the Company elects to provide the indemnification pursuant to the powers vested in the Company under applicable law; or (d) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable lawlocal laws.

Prohibited Indemnification. Notwithstanding any provision in No indemnification pursuant to this Deed, Deed shall be paid by the Company shall not be obliged to make any indemnity in connection with any claim made against a BeneficiaryCompany: (a) for which payment has actually been made to or on behalf of a Beneficiary under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any such insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of the Beneficiary; or (b) for (i) on account of any Proceeding in which a final and non-appealable judgment is rendered against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by a Beneficiary Indemnitee of securities of the Company within pursuant to the meaning provision of Section 16(b) of the Exchange Act or similar provisions provision of state statutory law any federal, state, or common law, local laws; (ii) any reimbursement of the Company by the Beneficiary of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Beneficiary from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Company of profits arising from the purchase and sale by the Beneficiary of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or (iii) any reimbursement of the Company by the Beneficiary of any compensation pursuant to any compensation recoupment or claw-back policy adopted by the Company or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by a Beneficiary, including any Proceeding (or any part of any Proceeding) initiated by a Beneficiary against the Company, any of its subsidiaries and/or any Additional Enterprise, or any director, officer, secretary, agent, employee, fiduciary or other indemnitee of such entities, unless (i) the Board or the Additional Enterprise, as the case may be, authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such indemnity payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Beneficiary in any Proceeding (or any part of any Proceeding), (iii) the Proceeding is initiated by the Beneficiary pursuant to Beneficiary’s rights under Clause 4.7 (Adjudication) of this Deed or (iv) the Company elects to provide the indemnification pursuant to the powers vested in the Company under applicable law; or (d) if a court of competent jurisdiction by a final and non-appealable judgmentjudicial determination, shall determine that such indemnification is not permitted under applicable law; (iii) on account of any Proceeding relating to an Indemnifiable Event to which the Indemnitee has been convicted of a crime constituting a felony under the laws of the jurisdiction where the criminal action had been brought (or, where a jurisdiction does not classify any crime as a felony, a crime which the Indemnitee is sentenced to imprisonment for a term exceeding one year); or (iv) in respect of any fraud, dishonesty or intentional or grossly negligent breach of duties of which the Indemnitee may be guilty in relation to the Company; (v) that is expressly prohibited by applicable law (including, with respect to any director or secretary, in respect of any liability expressly prohibited from being indemnified or otherwise limited, including pursuant to section 235 of the Companies Act (including any successor provisions)), but (i) in no way limiting any rights under sections 233 and 234 of the Companies Act (including any successor provisions) or (ii) to the extent any such limitations or prescriptions are amended or determined by a court of competent jurisdiction to be void or inapplicable, or relief to the contrary is granted, then the Indemnitee shall receive the greatest rights then available under law; or (vi) on account of any Proceedings brought by the Company or any of its Subsidiaries against the Indemnitee.

Prohibited Indemnification. Notwithstanding any provision in Subject only to Section 2.4 below, if applicable, no indemnification nor Expense Advance (as defined below) pursuant to this Deed, the Company Agreement shall not be obliged to make any indemnity in 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 made against a Beneficiaryor cros▇ ▇▇▇▇▇ which arises by reason of or in part out of an Indemnifiable Event), unless: (a) for which payment McGrath RentCorp has actually been made 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 on behalf of a Beneficiary under any other agreement or insurance policy or other indemnity provision, except with respect to 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 excess beyond the amount paid under any such insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of the Beneficiary; or (b) Proceeding in which judgment is rendered against Xxxxxx for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by a Beneficiary Xxxxxx of securities of McGrath RentCorp pursuant to the Company within the meaning provisions of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Beneficiary of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Beneficiary from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ es Exchange Act of 2002 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 (the “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▇ ▇▇▇ Act”)▇xpense, or to participate in the payment to the Company defense of profits arising from the purchase and sale such action unless McGrath RentCorp's participation in such Proceeding was barred by the Beneficiary of securities in violation of Section 306 of the 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▇▇▇ Act) or (iii) any reimbursement of the Company by the Beneficiary of any compensation pursuant to any compensation recoupment or claw-back ▇▇▇mission believes indemnification for liabilities arising under federal securities laws is against public policy adopted by the Company or the compensation committee of the Boardand is, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or (c) in connection with any Proceeding (or any part of any Proceeding) initiated by a Beneficiarytherefore, including any Proceeding (or any part of any Proceeding) initiated by a Beneficiary against the Company, any of its subsidiaries and/or any Additional Enterprise, or any director, officer, secretary, agent, employee, fiduciary or other indemnitee of such entities, unless (i) the Board or the Additional Enterprise, as the case may be, authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such indemnity payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Beneficiary in any Proceeding (or any part of any Proceeding), (iii) the Proceeding is initiated by the Beneficiary pursuant to Beneficiary’s rights under Clause 4.7 (Adjudication) of this Deed or (iv) the Company elects to provide the indemnification pursuant to the powers vested in the Company under applicable law; or (d) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable lawunenforceable.