Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:
Specific Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, the Company shall not indemnify or advance Expenses to Indemnitee with respect to (i) any act, event or circumstance with respect to which it is prohibited to do so under applicable law, or (ii) a counter claim made by the Company or in its name in connection with a claim against the Company filed by the Indemnitee.
Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding:
Specific Limitations on Indemnification. Except as set forth in Section 4.6 and notwithstanding anything else in this Agreement to the contrary, the Indemnitee shall not be entitled to:
Specific Limitations on Indemnification. In addition to the other limitations set forth in this Article IV, and notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification or Expenses with respect to any Proceeding: To the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company otherwise than pursuant to this Agreement. To the extent it is determined pursuant to this Agreement that a claim of the Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of the Indemnitee’s duty of loyalty to the Company or its shareholders; (ii) acts or omissions of the Indemnitee that are not Good Faith Acts or Omissions or which are the result of active and deliberate dishonesty; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee or one of his “affiliates” (as that term is construed under Rule 405 promulgated under the Securities Act of 1933, as amended) actually received an improper personal benefit in money, property or service. If there has been no Change in Control, for Liabilities in connection with Proceedings settled by the Indemnitee without the consent of the Company which consent, however, shall not be unreasonably withheld. If the Proceeding was initiated by Indemnitee (other than Proceedings initiated by Indemnitee in defense and Proceedings to enforce Indemnitee’s rights under this Agreement or the Company’s Articles of Incorporation or Bylaws as contemplated by Section 6.7).
Specific Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, the Company shall not indemnify or advance Expenses to Indemnitee with respect to (i) any act, event or circumstance for which it is prohibited to do so under the Companies Law; or (ii) a counter claim made by the Company or in its name in connection with a claim against the Company filed by Indemnitee, other than: (a) by way of defense or by way of third party notice in connection with a claim brought against Indemnitee, or (b) in specific cases in which the Board has approved the initiation or bringing of such claim by Indemnitee.
Specific Limitations on Indemnification. Subject to the provisions of the Companies Law and notwithstanding anything to the contrary in this Agreement, the Company shall not indemnify or advance Expenses to the Indemnitee with respect to any of the following:
Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding: To the extent that such payment is actually made to Indemnitee under any insurance policy, or is made to Indemnitee by the Corporation or an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Corporation pursuant to this Agreement by assigning to the Corporation any claims under such insurance to the extent Indemnitee is paid by the Corporation; For Liabilities in connection with Proceedings settled by the Indemnitee without the Corporation's consent, which consent, however, shall not be unreasonably withheld or delayed; For an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or similar provisions of any state statutory or common law; or To the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee.
Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Trust shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding:
Specific Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, the Company shall not indemnify or advance Expenses to Indemnitee with respect to: (i) any act, event or circumstance with respect to which it is prohibited to do so under applicable law; (ii) a breach of Indemnitee’s duty of loyalty to the Company or any of its subsidiaries of which he is an Office Holder, except, to the extent permitted by law, for a breach of a duty of loyalty to the Company or any of its subsidiaries of which he is an Office Holder while acting in good faith and having reasonable cause to assume that such act would not prejudice the interests of the Company or any of its subsidiaries; (iii) an intentional or reckless breach of the duty of care, other than a breach arising solely out of Indemnitee’s negligent conduct; (iv) an action taken with the intent of unlawfully realizing personal gain; (v) a fine or penalty imposed upon the Indemnitee; or (vi) with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee against the Company, other than: (a) by way of defense or by way of third party notice to the Company in connection with a claim brought against the Indemnitee, or (b) in specific cases in which the Board has approved the initiation or bringing of such claim by Ixxxxxxxxx.
