Limitation on Indemnification Contract Clauses (44)

Grouped Into 6 Collections of Similar Clauses From Business Contracts

This page contains Limitation on Indemnification clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Limitation on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with prep...aring to serve or serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; 4 (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding 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 Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties on account of the Indemnitee's conduct if such conduct shall be finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee's personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee. View More Arrow
Found in Golden Path Acquisition Corp contract
Limitation on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To (a)To indemnify or advance funds to the Indemnitee for Expenses expenses with respect to (i) Proceedings proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by... the Indemnitee in connection with preparing to serve or serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, California law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board of Directors (or a duly constituted committee thereof) finds it to be appropriate; 4 (b) To (b)To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties other amounts sustained in any Proceeding for which payment is actually made to the Indemnitee (i) under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To insurance or (ii) by a third party under a separate indemnification obligation to Indemnitee; (c)To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties sustained in any Proceeding for an accounting of profits made other amounts resulting from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties on account of the Indemnitee's conduct if such conduct shall be which is finally adjudged by a court of competent jurisdiction to have been willful misconduct, knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If dishonest; (d)If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising unlawful; or (e)If prohibited under securities laws is against public policy and is, therefore, unenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee's personal tax matter; applicable California or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee. federal law. View More Arrow
Found in TOYOTA MOTOR CREDIT CORP contract
Limitation on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be made by to indemnify the Company: Indemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect defence, unless (i) the Board authorised the Proceeding prior to Proceedings brought its ini...tiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee's right, in whole or in part, to indemnification or advancement of Expenses under this Agreement (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee's failure to establish or enforce a right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred advancement shall be to the extent provided by the Indemnitee such court); (b) in connection with the Indemnitee preparing to serve or serving serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; 4 (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding (c) for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding insurance policy; 6 (d) 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 or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify (e) to the Indemnitee for any Expenses, judgments, fines, interest or penalties for which extent the Indemnitee is entitled to be indemnified other than by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to or a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties on account subsidiary of the Indemnitee's Company; (f) for conduct if such conduct shall be that is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent caused by the Indemnitee's dishonesty, wilful default or deliberately dishonest or to have constituted willful misconduct, fraud, including, without limitation, breach of the duty of loyalty; or (f) If loyalty, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts the court shall deem proper; (g) if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the SEC) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable; (g) To indemnify the Indemnitee unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (h) in connection with the Indemnitee's personal tax matter; or (h) To indemnify matters; (i) subject to the Indemnitee proviso in Section 6(a), in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee. Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act), Section 306 of the Sarbanes-Oxley Act or Section 954 of the Dodd—Frank Wall Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder. View More Arrow
Found in BeiGene, Ltd. contract
Limitation on Indemnification. No The Company shall make no payments pursuant to this Agreement shall be made by the Company: Agreement: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by t...he Indemnitee in connection with preparing to serve or serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, California law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; 4 (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties ERISA excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding 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, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulation; statutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties on account of the Indemnitee's conduct if such conduct shall be finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable; (g) unlawful; (e) To indemnify the Indemnitee for any Expenses based upon or attributable to the Indemnitee gaining in connection with Indemnitee's fact any personal tax matter; profit or (h) advantage to which the Indemnitee was not legally entitled; and (f) To indemnify the Indemnitee with respect for any Expenses brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be protected under this Agreement to 5 the fullest extent permitted under law as to any claim related claims upon which suit may be brought against the Indemnitee by reason of any alleged dishonesty on the Indemnitee's part, unless a judgment or other final adjudication thereof adverse to any dispute the Indemnitee shall establish that the Indemnitee committed (i) acts of active and deliberate dishonesty, or breach arising under any contract or similar obligation between (ii) with actual dishonest purpose and intent, which acts were material to the Company or any cause of its subsidiaries or affiliates and such Indemnitee. action so adjudicated. View More Arrow
Found in American States Water Company contract
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Limitation on Indemnification. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: (a) EXCLUDED ACTS. To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under applicable law; (b) EXCLUDED INDEMNIFICATION PAYMENTS. To indemnify or advance Expenses in violation of any prohibition or limitation on indemnification under the statutes, regulations or rules promulgated by any state... or federal regulatory agency having jurisdiction over the Company. (c) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 78.7502 of the Nevada Revised Statutes, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors has approved the initiation or bringing of such suit; (d) LACK OF GOOD FAITH. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such Proceeding was not made in good faith or was frivolous; (e) INSURED CLAIMS. To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to or on behalf of Indemnitee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Company or any other policy of insurance maintained by the Company or Indemnitee; or (f) CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute. View More Arrow
Found in Nutrastar International Inc. contract
Limitation on Indemnification. Any other provision herein to the contrary notwithstanding, the Company Corporation shall not be obligated pursuant to the terms of this Agreement: (a) EXCLUDED ACTS. Excluded Acts. To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under applicable law; Section 102(b)(7) of the Delaware General Corporation Law; or (b) EXCLUDED INDEMNIFICATION PAYMENTS. To indemnify or advance Expenses in violation of any prohibition or limita...tion on indemnification under the statutes, regulations or rules promulgated Claims Initiated by any state or federal regulatory agency having jurisdiction over the Company. (c) CLAIMS INITIATED BY INDEMNITEE. Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 78.7502 145 of the Nevada Revised Statutes, Delaware General Corporation Law, but such indemnification or advancement of Expenses may be provided by the Company Corporation in specific cases if a majority of the Board of Directors disinterested directors has approved the initiation or bringing of such suit; (d) LACK OF GOOD FAITH. or (c) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such Proceeding proceeding was not made in good faith or was frivolous; (e) INSURED CLAIMS. or (d) Insured Claims. To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes fines or penalties, and amounts paid in settlement) which have been paid directly to or on behalf of Indemnitee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Company Corporation or any other policy of insurance maintained by the Company Corporation or Indemnitee; or (f) CLAIMS UNDER SECTION (e) Claims Under Section 16(b). To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute. (f) Claims under Sarbanes-Oxley Act of 2002. To indemnify or advance funds to Indemnitee for Indemnitee's reimbursement to the Corporation of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Corporation or the payment to the Corporation of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act). View More Arrow
Found in ePlus inc. contract
Limitation on Indemnification. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: 2 (a) EXCLUDED ACTS. Excluded Acts. To indemnify the Indemnitee for any acts or omissions or transactions from which a director or officer may not be relieved of liability under applicable law; (b) EXCLUDED INDEMNIFICATION PAYMENTS. Excluded Indemnification Payments. To indemnify or advance Expenses in violation of any prohibition or limitation on indemnificatio...n under the statutes, regulations or rules promulgated by the General Corporation Law of Delaware or any other state or federal regulatory agency having jurisdiction over the Company. Company; (c) CLAIMS INITIATED BY INDEMNITEE. Claims Initiated by Indemnitee. To indemnify or advance Expenses to the Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 78.7502 of the Nevada Revised Statutes, law, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors has approved the initiation or bringing of such suit; (d) LACK OF GOOD FAITH. Lack of Good Faith. To indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such Proceeding was not made in good faith or was frivolous; (e) INSURED CLAIMS. Insured Claims. To indemnify the Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA Employee Retirement Income Security Act excise taxes or penalties, and amounts paid in settlement) which have been paid directly to or on behalf of the Indemnitee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Company or any other policy of insurance maintained by the Company or the Indemnitee; or (f) CLAIMS UNDER SECTION 16(b). Claims Under Section 16(b) of the US Securities Exchange Act of 1934. To indemnify the Indemnitee for Expenses and the payment of profits arising from the purchase and sale by the Indemnitee of securities in violation of Section 16(b) of the US Securities Exchange Act of 1934, as amended, or any similar successor statute. View More Arrow
Found in One Horizon Group, Inc. contract
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Limitation on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) on account of any claim 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 and amendments thereto or similar provisions of any federal, state or local statutory law, if Indemnitee is held liable therefor; (b) on account of Indemnitee's conduct that is established by a final judgment, to whic...h all rights of appeal have either lapsed or been exhausted, as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Indemnitee's conduct that is established by a final judgment, to which all rights of appeal have either lapsed or been exhausted, as constituting a breach of Indemnitee's duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee was not legally entitled; (d) for which payment is actually made to Indemnitee 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 policy, indemnity clause, bylaw or agreement; (e) if a court of competent jurisdiction determines in a final decision, to which all rights of appeal have either lapsed or been exhausted, that the indemnification is unlawful; (f) in connection with any proceeding (or part thereof) initiated by Indemnitee, or any proceeding by Indemnitee against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to enforce a right to indemnification pursuant to Section 4(b) hereof, (ii) such indemnification is expressly required to be made by law, (iii) the proceeding was authorized by the Board of Directors of the Company, or (iv) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Code; 6. Contribution. If, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably paid or incurred by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and all directors, officers, employees, or agents other than Indemnitee, on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose, and (ii) the relative fault of the Company and all directors, officers, employees, or agents other than Indemnitee, on the one hand, and of Indemnitee, on the other hand, in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Company and all directors, officers, employees, or agents other than Indemnitee, on the one hand, and of Indemnitee, on the other, shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts, whether their liability is primary or secondary, and the degree to which their conduct is active or passive. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro-rata allocation or any other method of allocation, which does not take account of the foregoing equitable considerations. Nothing in this Section 6 shall impact the parties' rights as they relate to determining whether Indemnitee has satisfied any applicable standard of conduct, as set forth in Section 11 herein. View More Arrow
Found in JMP GROUP LLC contract
Limitation on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) on account of any claim 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 and amendments thereto or similar provisions of any federal, state or local statutory law, if Indemnitee is held liable therefor; (b) on account of Indemnitee's conduct that is established by a fina...l judgment, to which all rights of appeal have either lapsed or been exhausted, as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Indemnitee's conduct that is established by a final judgment, to which all rights of appeal have either lapsed or been exhausted, as constituting a breach of Indemnitee's duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee was not legally entitled; 4. (d) for which payment is actually made to Indemnitee 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 policy, indemnity clause, bylaw or agreement; agreement, provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company's obligations to Indemnitee pursuant to this Agreement; (e) if a court of competent jurisdiction determines in a final decision, to which all rights of appeal have either lapsed or been exhausted, that the indemnification is unlawful; (f) in connection with any proceeding (or part thereof) initiated by Indemnitee, or any proceeding by Indemnitee against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to enforce a right to indemnification pursuant to Section 4(b) 5 hereof, (ii) such indemnification is expressly required to be made by law, (iii) the proceeding was authorized by the Board of Directors of the Company, or (iv) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Code; 6. Contribution. If, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably paid or incurred by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and all directors, officers, employees, or agents other than Indemnitee, on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose, and (ii) the relative fault of the Company and all directors, officers, employees, or agents other than Indemnitee, on the one hand, and of Indemnitee, on the other hand, in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Company and all directors, officers, employees, or agents other than Indemnitee, on the one hand, and of Indemnitee, on the other, shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts, whether their liability is primary or secondary, and the degree to which their conduct is active or passive. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro-rata allocation or any other method of allocation, which does not take account of the foregoing equitable considerations. Nothing in this Section 6 shall impact the parties' rights as they relate to determining whether Indemnitee has satisfied any applicable standard of conduct, as set forth in Section 11 herein. Code. View More Arrow
Found in Invuity, Inc. contract
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Limitation on Indemnification. No indemnification pursuant to Section 4 shall be paid by the Company nor shall Expenses be advanced pursuant to Section 4: 10.1 Insurance. To the extent that Indemnitee is reimbursed pursuant to such insurance as may exist for Indemnitee's benefit. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Company pursuant to this Agreement by assigning to the Company any claims under such insurance to the extent Indemnitee is paid by the Company. Ind...emnitee shall reimburse the Company for any sums he or she receives as indemnification, reimbursements or payments from other sources to the extent of any amount paid to him or her for that purpose by the Company; 10.2 Section 16(b). On account and to the extent of any wholly or partially successful claim 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) or the Securities Exchange Act of 1934, as amended, and amendments thereto or similar provisions of any federal, state or local statutory law; or -8- 10.3 Indemnitee's Proceedings. In connection with all or any part of a Proceeding which is initiated or maintained by or on behalf of Indemnitee, or any Proceeding by Indemnitee against the Company or its directors, officers, employees or other agents (other than any Proceeding brought by Indemnitee pursuant to Section 8.6, which shall be governed by the terms of such section), unless (a) such indemnification is expressly required to be made by Delaware Law, (b) the Proceeding was authorized by a majority of the Disinterested Directors, (c) there has been a Change of Control , (d) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under Delaware Law, (e) Indemnitee is entitled to indemnification pursuant to Section 8 of the Agreement, (f) with respect to actions or proceedings brought to establish or enforce a right to receive Expenses or indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect relating to indemnification or (g) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding). View More Arrow
Found in LEGALZOOM COM INC contract
Limitation on Indemnification. No indemnification pursuant to Section 4 3 of this Agreement shall be paid by the Company nor shall Expenses be advanced by the Company pursuant to Section 4: 10.1 Insurance. 4 of this Agreement if any of the following circumstances exist: 9.1 To the extent that Indemnitee is reimbursed pursuant to such insurance as may exist for Indemnitee's benefit. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Company pursuant to this Agreement by assig...ning to the Company any claims under such insurance to the extent Indemnitee is paid by the Company. Indemnitee shall reimburse the Company for any sums he or she Indemnitee receives as indemnification, reimbursements or payments indemnification from other sources to the extent of any amount paid to him or her Indemnitee for that purpose by the Company; 10.2 Section 16(b). 9.2 On account and to the extent of any wholly or partially successful claim 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) or of the Securities Exchange 7 Act of 1934, as amended, and amendments thereto or similar provisions of any federal, state or local statutory law; 9.3 In connection with a judicial action by or -8- 10.3 in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable for gross negligence or intentional misconduct in the performance of Indemnitee's Proceedings. In duty to the Company unless, and only to the extent that, any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper; 9.4 If it is proved by final judgment in a court of law or other final adjudication to have been based upon or attributable to Indemnitee's having gained any personal profit or advantage to which Indemnitee was not legally entitled; 9.5 Except as otherwise provided in this Agreement (including paragraph 4.1), in connection with all or any part of a Proceeding which is initiated or maintained by or on behalf of Indemnitee, or any Proceeding by Indemnitee against the Company or its directors, officers, employees or other agents (other than any Proceeding brought by Indemnitee pursuant to Section 8.6, which shall be governed by the terms of such section), agents, unless (a) such indemnification is expressly required to be made by Delaware Law, (b) the Proceeding was authorized by a majority of the Disinterested Directors, Independent Directors (c) there has been a Change of Control , Control, or (d) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under Delaware Law, (e) Indemnitee Law; or 9.6 Any judgment, fine or penalty that the Company is entitled to indemnification pursuant to Section 8 of the Agreement, (f) with respect to actions or proceedings brought to establish or enforce a right to receive Expenses or indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect relating to indemnification or (g) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised prohibited by Indemnitee in any Proceeding (or any part of any Proceeding). applicable law from paying as indemnity. View More Arrow
Found in Cimarex Energy contract
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Limitation on Indemnification. Regardless of whether Indemnitee has met the relevant standard of conduct set forth in Section 2(a), nothing in this Agreement shall require or permit indemnification of Indemnitee for any Liability or Expenses incurred in a Proceeding in which a judgment or other final adjudication establishes that Indemnitee's actions or omissions to act were material to the cause of action so adjudicated and constitute: (a) a violation of criminal law, unless Indemnitee had reasonable cause to believe his or ...her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which Indemnitee derived an improper personal benefit, including, without limitation, any benefits received through the purchase and sale by Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (c) in the case of a Director, a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the Corporation in a Proceeding by or in the right of the Corporation to procure a judgment in its favor or in a Proceeding by or in the right of a shareholder of the Corporation. View More Arrow
Found in NET 1 UEPS TECHNOLOGIES INC contract
Limitation on Indemnification. Regardless of whether Indemnitee has met the relevant standard of conduct set forth in Section 2(a), nothing in this Agreement shall require or permit indemnification of Indemnitee for any Liability or Expenses incurred in a Proceeding in which a judgment or other final adjudication establishes that Indemnitee's actions or omissions to act were material to the cause of action so adjudicated and constitute: 9 (a) a violation of criminal law, unless Indemnitee had reasonable cause to believe his o...r her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which Indemnitee derived an improper personal benefit, including, without limitation, any benefits received through the purchase and sale by Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, Act, or similar provisions of state statutory law or common law; or (c) in the case of a Director, a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the Corporation in a Proceeding by or in the right of the Corporation to procure a judgment in its favor or in a Proceeding by or in the right of a shareholder stockholder of the Corporation. View More Arrow
Found in FinServ Acquisition Corp. contract
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Limitation on Indemnification. (a) The Corporation shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee: (1) For which payment is made to Indemnitee under a valid and collectible insurance policy, except for any excess beyond the amount of payment under such insurance policy; 3 (2) For which Indemnitee is indemnified by the Corporation otherwise than pursuant to this Agreement; (3) For an accounting of profits made from the purchase or sale by Indemnitee of securiti...es of the Corporation, within the meaning of Section 16(b) of the 1934 Act and amendments thereto, or similar provisions of any state law; or (4) For which payment of indemnification by the Corporation is otherwise prohibited by applicable law. (b) Except as provided in Paragraph 9 hereof, the Corporation shall not be liable under this Agreement to make any payment in connection with any action initiated by Indemnitee against the Corporation or any director of the Corporation, unless the Corporation has joined in or consented to the initiation of such action. View More Arrow
Found in Independent Bank Corp. contract
Limitation on Indemnification. (a) The Corporation shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee: (1) For which payment is made to Indemnitee under a valid and collectible insurance policy, except for any excess beyond the amount of payment under such insurance policy; 3 (2) For which Indemnitee is indemnified by the Corporation otherwise than pursuant to this Agreement; 3 (3) For an accounting of profits made from the purchase or sale by Indemnitee of securi...ties of the Corporation, within the meaning of Section 16(b) of the 1934 Act and amendments thereto, or similar provisions of any state law; (4) With respect to any liability or (4) expense (including any penalty, judgment or legal expense) sustained in connection with an administrative or civil enforcement action which is initiated by a federal banking agency and results in a final adjudication or finding against Indemnitee; if such indemnification, reimbursement or payment, on the date thereof, is a prohibited indemnification payment under 12 CFR 359.3; or (5) For which payment of indemnification by the Corporation is otherwise prohibited by applicable law. (b) Except as provided in Paragraph 9 hereof, the Corporation shall not be liable under this Agreement to make any payment in connection with any action initiated by Indemnitee against the Corporation or any director of the Corporation, unless the Corporation has joined in or consented to the initiation of such action. View More Arrow
Found in MACATAWA BANK CORP contract
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