Prohibited Indemnification Clause Samples
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Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company 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 the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws; (ii) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or (iii) 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 or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local 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) of the Exchange Act or similar provisions of any federal, state or local laws.
Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company 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 the provisions of Section 16(b) of the Exchange Act of 1934, as amended (the “Exchange Act”) or similar provisions of any federal, state or local laws; (ii) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or (iii) 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 or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local 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) of the Exchange Act or similar provisions of any federal, state or local laws. With respect to subpart (ii) of this subparagraph, the Company shall make indemnification payments during the time periods otherwise required by this Agreement if payments by the insurance carrier(s) have not previously been made; and to the extent the carrier(s) later make payments, Indemnitee will transfer or assign those payments to the Company.
Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or local laws.
Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by Mallinckrodt plc:
(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 or sale by Indemnitee of securities of Mallinckrodt plc pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state, or local laws;
(ii) if a court of competent jurisdiction by a final and non-appealable judgment shall determine that such indemnification by Mallinckrodt plc is not permitted under applicable law;
(iii) on account of any Proceeding relating to an Indemnifiable Event as 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 for which Indemnitee is sentenced to death or imprisonment for a term exceeding one year); or
(iv) on account of any Proceeding brought by Mallinckrodt plc or any of its subsidiaries against Indemnitee.
Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by Tyco Management:
(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 or sale by Indemnitee of securities of ▇▇▇▇▇▇▇ Controls pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state, or local laws;
(ii) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable law;
(iii) on account of any Proceeding relating to an Indemnifiable Event as 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 for which Indemnitee is sentenced to death or imprisonment for a term exceeding one year); or
(iv) on account of any Proceeding brought by ▇▇▇▇▇▇▇ Controls or any of its subsidiaries against Indemnitee.
Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company:
(i) on account of any Proceeding in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or local laws; or
(ii) if a court of competent jurisdiction by a final judicial determination, shall determine that such indemnity is not permitted under applicable law.
Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act, or similar provisions of any federal, state, or local laws; provided, however, that notwithstanding any limitation set forth in this Section 2(f) regarding the Company’s obligation to provide indemnification, Indemnitee shall be entitled under Section 2(c) to receive Expense Advances hereunder with respect to any such Proceeding unless and until a court having jurisdiction over the Proceeding shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said statute.
Prohibited Indemnification. The following shall not be Indemnifiable by the Company:
(i) A Proceeding in which judgement is rendered against Indemnitee for an accounting or profits made from the purchase or sale by Indemnitee of securities of the Company under the provisions of Section 16(b) of the Securities Exchange Act, or similar provision of any federal, state or local laws;
(ii) Any breach of the director's duty of loyalty to the Company or its shareholders;
(iii) Acts or omissions not in good faith or which involve intentional misconduct or a knowing and violation of law;
(iv) Unlawful payment of dividends or unlawful stock purchase or redemption pursuant to Section 174 of the Delaware General Corporation Law; and
(v) Any transaction from which the director derived an improper personal benefit.
Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Corporation on account of any Proceeding in which judgment is rendered against Indemnified Party for an accounting of profits made from the purchase or sale by Indemnified Party of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act, or similar provisions of any federal, state, or local laws or for which payment is prohibited by law.
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 Rent...