Additional Indemnification Rights Nonexclusivity Clause Example with 27 Variations from Business Contracts
This page contains Additional Indemnification Rights Nonexclusivity clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Additional Indemnification Rights Nonexclusivity. (a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or... an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 11(a) hereof. (b) Nonexclusivity. The indemnification and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity.View More
Variations of a "Additional Indemnification Rights Nonexclusivity" Clause from Business Contracts
Additional Indemnification Rights Nonexclusivity. (a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate Articles of Incorporation, as amended, the Company's Bylaws Bylaws, as amended, or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware Wyoming corporation t...o indemnify a member of its board Board of directors Directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware Wyoming corporation to indemnify a member of its board Board of directors Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 11(a) 8(a) hereof. (b) Nonexclusivity. The indemnification and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Certificate Articles of Incorporation, as amended, its Bylaws, as amended, any other agreement, any vote of stockholders or disinterested directors, the General Wyoming Business Corporation Law of the State of Delaware, Act, or otherwise. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken Indemnitee took or did not taken take while serving in an indemnified capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity. (c) Change in Domicile. In the event the Company shall at any time change its state or other jurisdiction of organization from Wyoming, each reference herein to "Wyoming" shall refer to such state or other jurisdiction of organization which rules and regulations the Company is then organized under and each reference herein to the "Wyoming Business Corporation Act" shall refer to such analogous statutes of such state or other jurisdiction of organization which the Company is then organized under. View More
Additional Indemnification Rights Nonexclusivity. (a) Scope. The Company hereby agrees to indemnify indemnify, exonerate and hold harmless the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification indemnification, exoneration or hold harmless right is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule wh...ich expands the right of a Delaware corporation organized under the CBCA to indemnify indemnify, exonerate or hold harmless a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation organized under the CBCA to indemnify indemnify, exonerate or hold harmless a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 11(a) 10(a) hereof. (b) Spousal Indemnification. If a Claim for which Indemnitee is entitled to be indemnified hereunder asserts a claim against (i) the lawful spouse or legally recognized domestic partner of Indemnitee or (ii) a property interest of such spouse or domestic partner, then indemnification shall be extended to such spouse or domestic partner to the extent that the Claim does not arise from any actual or alleged act, error or omission of such spouse or domestic partner. (c) Nonexclusivity. The indemnification indemnification, exoneration or hold harmless rights and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, bylaws, any other agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware, CBCA, or otherwise. The indemnification indemnification, exoneration or hold harmless rights and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken 5 or not taken while serving in an indemnified indemnified, exonerated or held harmless capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity. View More
Additional Indemnification Rights Nonexclusivity. (a) Scope. The Notwithstanding any other provision of this Agreement but subject to Section 9 of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, law against all expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him or on his behalf as a result of his Corporate Status, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement..., the Company's Certificate of Incorporation, the Company's Bylaws Restated Memorandum and Articles, or by statute. In the event of any change change, after the date of this Agreement Agreement, in any applicable law, statute statute, or rule which expands the right of a Delaware corporation Cayman Islands company to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is such changes shall be deemed to be within the intent purview of Indemnitee's rights and the parties hereto that Indemnitee shall enjoy by Company's obligations under this Agreement the greater benefits afforded by such change. Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation Cayman Islands company to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, Agreement shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 11(a) hereof. hereunder. (b) Nonexclusivity. The indemnification and the payment of Expense Advances provided by this Agreement shall not be in addition to deemed exclusive of any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, Restated Memorandum and Articles, any other agreement, any vote of stockholders shareholders or disinterested directors, the General Corporation Law members of the State Company's Board of Delaware, Directors, the Companies Law or otherwise. other laws of the Cayman Islands, as amended from time to time, or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though subsequent thereto Indemnitee he or she may have ceased to serve in any such capacity. capacity at the time of any Proceeding or at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. View More
Additional Indemnification Rights Nonexclusivity. (a) Scope. The Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws By-laws or by statute. In the event of any change change, after the date of this Agreement Agreement, in any applicable law, statute or rule which expands ...the right of a Delaware corporation to indemnify a member of its board Board of directors Directors, an officer or an officer, employee, agent or fiduciary, it is other corporate agent, such changes shall be ipso facto, within the intent purview of the parties hereto that Indemnitee shall enjoy by Indemnitee's rights and Company's obligations, under this Agreement the greater benefits afforded by such change. Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board Board of directors Directors, an officer or an officer, employee, agent or fiduciary, other corporate agent, such change, changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, Agreement shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 11(a) hereof. hereunder. (b) Nonexclusivity. The indemnification and the payment of Expense Advances provided by this Agreement shall not be in addition to deemed exclusive of any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, By-laws, any other agreement, any vote of stockholders or disinterested directors, Directors, the Delaware General Corporation Law of the State of Delaware, or otherwise. otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though subsequent thereto Indemnitee he may have ceased to serve in such capacity. capacity at the time of any action, suit or other covered proceeding. 4127-5511-8131.2 (c) Interest on Unpaid Amounts. If any payment to be made by the Company to Indemnitee hereunder is delayed by more than ninety (90) days from the date the duly prepared request for such payment is received by the Company, interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies or is obligated to indemnify for the period commencing with the date on which Indemnitee actually incurs such Expense or pays such judgment, fine or amount in settlement and ending with the date on which such payment is made to Indemnitee by the Company. (d) Third-Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the "Third-Party Indemnitors"). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee. View More
Additional Indemnification Rights Nonexclusivity. (a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate Articles of Incorporation, as amended, the Company's Bylaws Bylaws, as amended, or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemn...ify a member of its board Board of directors Directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board Board of directors Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 11(a) 8(a) hereof. (b) Nonexclusivity. The indemnification and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Certificate Articles of Incorporation, as amended, its Bylaws, as amended, any other agreement, any vote of stockholders or disinterested directors, the Delaware General Corporation Law of the State of Delaware, Law, or otherwise. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken Indemnitee took or did not taken take while serving in an indemnified capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity. (c) Change in Domicile. In the event the Company shall at any time change its state or other jurisdiction of organization from Delaware, each reference herein to "Delaware" shall refer to such state or other jurisdiction of organization which rules and regulations the Company is then organized under and each reference herein to the "Delaware General Corporation Law" shall refer to such analogous statutes of such state or other jurisdiction of organization which the Company is then organized under. View More
Additional Indemnification Rights Nonexclusivity. (a) Scope. The Company hereby agrees to indemnify indemnify, exonerate and hold harmless the Indemnitee to the fullest extent permitted by law, law in respect of any Covered Event, notwithstanding that such indemnification indemnification, exoneration or hold harmless right is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws bylaws or by statute. statute, a vote of stockholders or a resolution of directors, or... otherwise. The rights of indemnification and to receive Expense Advances as provided by this Agreement shall be interpreted independently of, and without reference to, any other such rights to which Indemnitee may at any time be entitled. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify indemnify, exonerate or hold harmless a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify indemnify, exonerate or hold harmless a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such 9 law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 11(a) 9(a) hereof. (b) Nonexclusivity. The indemnification indemnification, exoneration or hold harmless rights and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, bylaws, any other agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware, DGCL, or otherwise. The indemnification indemnification, exoneration or hold harmless rights and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified indemnified, exonerated or held harmless capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity. View More
Additional Indemnification Rights Nonexclusivity. (a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, law and in accordance with the terms hereof, notwithstanding that such indemnification is may not be specifically authorized by the other provisions of this Agreement, the Company's Amended and Restated Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of ...a Delaware corporation to indemnify a member of its board Board of directors Directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board Board of directors Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 11(a) 8(a) hereof. (b) Nonexclusivity. The indemnification and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Amended and Restated Certificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders or disinterested directors, the Delaware General Corporation Law of the State of Delaware, Law, or otherwise. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken that Indemnitee took or did not taken take while serving in an indemnified capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity. capacity.4. Order of Payments; No Duplication of Payments. (a) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by a third party. The Company hereby agrees (i) that it is the indemnitor of first resort with respect to claims made against Indemnitee arising out of Indemnitee's capacity as a Director or Officer of Company (i.e., its obligations to Indemnitee are primary), (ii) that it shall be required to advance the full amount of Expenses (subject to the provisions concerning the advancement of legal fees set forth elsewhere in this agreement) incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement as required by the terms of this Agreement, without regard to any rights Indemnitee may have against any third party, and, (iii) that with respect to its obligations to advance legal fees and indemnify Indemnitee for activities undertaken in Indemnitee's capacity as a Director or Officer of the Company, it irrevocably waives, relinquishes and releases any third party indemnitor from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by a third party indemnitor on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. (b) The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Amended and Restated Certificate of Incorporation, the Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.5. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for any portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which such Indemnitee is entitled.6. Mutual Acknowledgment. The Company and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Company from indemnifying its directors, controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. Indemnitee understands, acknowledges and agrees that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's rights under public policy to indemnify Indemnitee, notwithstanding any provision hereof to the contrary. View More
Additional Indemnification Rights Nonexclusivity. (a) Scope. The Subject to Section 8 hereof and any other provision of this Agreement that prohibits, limits or conditions indemnification by the Company, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding law for any acts, omissions or transactions while acting in the capacity of, or that are otherwise related to the fact that Indemnitee was or is serving as, a director, officer, employee or other agent of the Company or, to the extent I...ndemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws corporation, partnership, joint venture, trust or by statute. other enterprise. In the event of any change change, after the date of this Agreement Agreement, in any applicable law, statute or rule which expands the right of a Delaware Nevada corporation to indemnify a member of its board Board of directors Directors, an officer or an officer, employee, agent or fiduciary, it is other corporate agent, such changes shall be, ipso facto, within the intent purview of the parties hereto that Indemnitee shall enjoy by Indemnitee's rights and Company's obligations, under this Agreement the greater benefits afforded by such change. Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware Nevada corporation to indemnify a member of its board Board of directors Directors, an officer or an officer, employee, agent or fiduciary, other corporate agent, such change, changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no the effect on this Agreement or and the parties' rights and obligations hereunder except as set forth in Section 11(a) hereof. is required by such law, statute or rule. (b) Nonexclusivity. The indemnification and the payment of Expense Advances provided by this Agreement shall not be in addition to deemed exclusive of any rights to which Indemnitee may be entitled under the Company's Certificate Articles of Incorporation, its Bylaws, any other agreement, any vote of stockholders shareholders or disinterested directors, the General Corporation Law of the State of Delaware, Nevada Revised Statutes or otherwise. otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity. capacity at the time of any covered Proceeding. View More
Additional Indemnification Rights Nonexclusivity. (a) 4.1. Scope. The Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change change, after the date of this Agreement Agreement, in any applicable law, statute statute, or rule which ex...pands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is such changes shall be deemed to be within the intent purview of Indemnitee's rights and the parties hereto that Indemnitee shall enjoy by Company's obligations under this Agreement the greater benefits afforded by such change. Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, Agreement shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 11(a) hereof. (b) hereunder. 4.2. Nonexclusivity. The indemnification and the payment of Expense Advances provided by this Agreement shall not be in addition to deemed exclusive of any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders or disinterested directors, members of the Company's Board of Directors, the General Corporation Law of the State of Delaware, or otherwise. otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. The Indemnitee's rights hereunder shall continue after the Indemnitee has ceased acting as a director, officer, employee or agent of the Company, or any subsidiary of the Company, and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though subsequent thereto Indemnitee he or she may have ceased to serve in any such capacity. capacity at the time of any action, suit or other covered proceeding. 6 4.3. Other Indemnitors. The Company hereby acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses and/or insurance provided by other entities and/or organizations (collectively, the "Other Indemnitors"). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, liabilities, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or the Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Other Indemnitors and, (iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 4.3. For the avoidance of doubt, nothing in this Section 4.3 limits or is intended to limit the obligations of the Company's directors and officer liability insurance provider, if any, to the Company pursuant to any policy of directors and officers liability insurance paid for by the Company. View More
Additional Indemnification Rights Nonexclusivity. (a) a. Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware (or such other state, in the case of a Subsidiary incorpora...ted in a state other than Delaware) corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware (or such other state, in the case of a Subsidiary incorporated in a state other than Delaware) corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder hereunder, except as otherwise set forth in Section 11(a) hereof. (b) 11(a). 7 b. Nonexclusivity. The Subject to Section 7, the indemnification and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, Incorporation (or articles of incorporation in the case of a Subsidiary incorporated in a state other than Delaware), its Bylaws, any other agreement, any vote of stockholders or disinterested directors, the Delaware General Corporation Law (or such other state's applicable business corporation law, in the case of the State of Delaware, a Subsidiary incorporated in a state other than Delaware), or otherwise. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity. View More
