Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by Corporation:
Limitations on Additional Indemnity. No indemnity pursuant to Sections 2 or 3 hereof must be paid by the Company:
Limitations on Additional Indemnity. No indemnity pursuant to Sections 1 and 2 of this Agreement shall be paid by the Company to the extent that:
Limitations on Additional Indemnity. No indemnity shall be paid by the Corporation under this agreement: on account of any claim against Agent for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation 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; on account of Agent's conduct that was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; on account of Agent's conduct that constituted a breach of Agent's duty of loyalty to the Corporation or resulted in any personal profit or advantage to which Agent was not legally entitled; for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.
Limitations on Additional Indemnity. No indemnity shall be paid by the Corporation under this agreement:
Limitations on Additional Indemnity. No indemnity or contribution pursuant to Section 5 hereof shall be paid by the Corporation:
Limitations on Additional Indemnity. To the extent that any of the matters set forth in subsections (a) through (l) of this Section 3 are successfully established by the Corporation as defenses in accordance with the provisions of Section 9 hereof, no indemnity pursuant to Section 2 hereof will be payable by the Corporation:
Limitations on Additional Indemnity. No indemnity pursuaxx xx Xxxxxxn 2 --------------------------------------- hereof shall be paid by Company:
Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (1) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (2) in respect of remuneration paid to, or indemnification of, the Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (3) for any transaction from which the Indemnitee derived an improper personal benefit; (4) for any breach of the Indemnitee's duty to act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Corporation; or (5) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee. 5.
