Excluded Claim

Excluded Claim. Means any payment for Losses or Expenses in connection with any Claim: (i) based upon or attributable to Indemnitee gaining in fact any personal profit or advantage to which Indemnitee is not entitled; or (ii) for the return by Indemnitee of any remuneration paid to Indemnitee without the previous approval of the stockholders of the Company which is illegal; or (iii) for an accounting of profits in fact made from the purchase or sale by Indemnitee of securities of the Company within the meaning... of Section 16 of the Securities Exchange Act of 1934, as amended, or similar provisions of any state law; or (iv) resulting from Indemnitee's knowingly fraudulent, dishonest or willful misconduct; or (v) the payment of which by the Company under this Agreement is not permitted by applicable law. View More

Excluded Claim. Any payment for Losses or Expenses in connection with any claim: (i) Based upon or attributable to Director gaining in fact any personal profit or advantage to which Director is not entitled; or (ii) For the return by Director of any remuneration paid to Director without the previous approval of the stockholders of the Company which is illegal; or (iii) For an accounting of profits in fact made from the purchase or sale by Director of securities of the Company within the meaning of... Section 16 of the Securities Exchange Act of 1934 as amended, or similar provisions of any state law; or (iv) Resulting from Director's knowingly fraudulent, dishonest or willful misconduct; or (v) The payment of which by the Company under this Agreement is not permitted by applicable law; or (vi) The payment of which would cause the total amount of all Losses and Expenses paid by the Company to exceed the Covered Amount. View More

Excluded Claim. Any payment for Losses or Expenses in connection with any claim: (i) Based upon or attributable to Officer gaining in fact any personal profit or advantage to which Officer is not entitled; or (ii) For the return by Officer of any remuneration paid to Officer without the previous approval of the stockholders of the Company which is illegal; or (iii) For an accounting of profits in fact made from the purchase or sale by Officer of securities of the Company within the meaning of Section... 16 of the Securities Exchange Act of 1934 as amended, or similar provisions of any state law; or (iv) Resulting from Officers knowingly fraudulent, dishonest or willful misconduct; or (v) The payment of which by the Company under this Agreement is not permitted by applicable law; or (vi) The payment of which would cause the total amount of all Losses and Expenses paid by the Company to exceed the Covered Amount. 2 View More

Excluded Claim. Means any payment for Losses or Expenses in connection with any Claim the payment of which is Ultimately Determined to be prohibited by the Delaware General Corporation Law, public policy, or other applicable law (including binding regulations and orders of, and undertakings or other commitments with, any governmental entity or agency) as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide... broader indemnification rights than said law permitted the corporation to provide prior to such amendment). View More

Excluded Claim. Means any payment for Losses or Expenses in connection with any Claim: (i) based upon or attributable to the 3 Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee is not entitled; (ii) for an accounting of profits in fact made from the purchase or sale by the Indemnitee of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,... or similar provisions of any state law; (iii) resulting from the Indemnitee's knowingly fraudulent, dishonest or willful misconduct; or (iv) resulting from the Indemnitee's failure to act in good faith and a manner reasonably believed to be in, or not opposed to, the best interests of the Company; provided, however, that, if the Delaware General Corporation Law is amended to allow corporations to provide broader indemnification rights than are described in clause (iv) of this Section 1(f), then such clause shall be deemed automatically amended to provide for the broadest indemnification rights allowed under the Delaware General Corporation Law. View More

Excluded Claim. Any payment for Losses or Expenses in connection with any Claim resulting from an Indemnitee's knowingly fraudulent, dishonest or willful misconduct or gross negligence.

Excluded Claim. Any payment for Losses, Fines or Expenses in connection with any claim relating to or arising out of: (i) acts or omissions of the Indemnified Party Adjudged to be intentional misconduct or a knowing violation of law; (ii) conduct of the Indemnified Party Adjudged to be in violation of Section 23B.08.310 of the Act; or 2 (iii) any transaction with respect to which it was Adjudged... that such Indemnified Party personally received a benefit in money, property, or services to which the Indemnified Party was not legally entitled. View More

Excluded Claim. Means any Claim which has been Determined to be (i) based upon or attributable to Indemnitee gaining in fact material personal profit or advantage to which Indemnitee is not entitled or (ii) for the return by Indemnitee of any remuneration paid to Indemnitee in violation of law or (iii) resulting from Indemnitee's knowingly fraudulent, dishonest or willful misconduct.

Excluded Claim. Means any payment for Losses or Expenses in connection with any Claim: (i) based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee is not entitled; or (ii) for the return by the Indemnitee of any remuneration paid to the Indemnitee without the previous approval of the shareholders of the Company which is illegal; or (iii) for an accounting of profits in fact made from the purchase or sale by the Indemnitee of securities of the... Company within the meaning of Section 16 of the United States Securities Exchange Act of 1934, as amended, if applicable, or similar provisions of any state law; or (iv) resulting from the Indemnitee's failure to act honestly and in good faith with a view to the best interests of the Company or, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee did not have reasonable grounds for believing that the Indemnitee's conduct was lawful; or (v) the payment of which by the Company under this Agreement is not permitted by applicable law. View More