Non-Exclusivity Survival of Rights Insurance Primacy of Indemnification Subrogation Contract Clauses (402)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Non-Exclusivity Survival of Rights Insurance Primacy of Indemnification Subrogation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Non-Exclusivity Survival of Rights Insurance Primacy of Indemnification Subrogation. (a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action ...taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. 8 (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors' and officers' liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. (e) Except as provided in paragraph (c) above, the Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.View More
Non-Exclusivity Survival of Rights Insurance Primacy of Indemnification Subrogation. (a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, Incorporation of any entity, the By-laws, By-laws of any entity, any agreement, a vote of stockholders, a resolution of directors of the applicable Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any rig...ht of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. 8 (b) To Each Company or its affiliates (including, without limitation, Chinos Holdings) will maintain, with coverage terms and limits substantially the extent that same or better than the Company maintains Insurance, an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company applicable Company, its affiliates or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the applicable Company, and Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the applicable Company has directors' and officers' liability insurance in effect, the such Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The applicable Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the applicable Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall, upon reasonable request and subject to such reasonable conditions as Indemnitee (other than against the Fund Indemnitors), who shall may reasonably establish, execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the such Company to bring suit to enforce such rights. (d) The No Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received received, and retained, such payment under any insurance policy, contract, agreement or otherwise. (e) Except as provided in paragraph (c) above, the Each Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the applicable Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received received, and retained, as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. View More
Non-Exclusivity Survival of Rights Insurance Primacy of Indemnification Subrogation. (a) The rights of indemnification as provided by this Agreement shall will not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled entitled, if expressly provided, under applicable law, the Certificate of Incorporation, the By-laws, any agreement, Charter, Bylaws, a vote of stockholders, or a resolution of directors of the Company, or otherwise. Board. No amendment, alteration alteration, or repeal of this Agreement or of any provision hereof shall of this Agr...eement will limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration alteration, or repeal. To the extent that a change in the DGCL, applicable law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws Charter, Bylaws, and this Agreement, it is the intent of the parties hereto of this Agreement that Indemnitee shall will enjoy by this Agreement the all greater benefits so afforded by such change. No right or remedy herein in this Agreement conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall will be cumulative and in addition to every other right and remedy given hereunder under this Agreement or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or 7. remedy hereunder, under this Agreement, or otherwise, shall will not prevent the concurrent assertion or employment of any other right or remedy. 8 (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents agents, or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan plan, or other enterprise Enterprise that such person serves at the request of the Company, Indemnitee shall be covered by the Company will procure such insurance policy or policies under which the Indemnitee will be covered in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent agent, or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, of this Agreement, the Company has directors' director and officers' officer liability insurance in effect, the Company shall will give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) To the extent a claim relates to Indemnitee's service to a Company's affiliate ("Vant"), or is otherwise brought by a stockholder of the Vant, or by the Vant itself or on its behalf, or by any third party by reason of any act or omission of the Indemnitee as an officer, director or employee of the Vant, then the Vant shall be the primary source of indemnification for any Expenses that may arise in relation to such Claim. In the event the indemnification offered by a Vant in connection with a Proceeding to which the Indemnitee may be made a party is inadequate in covering the Expenses incurred or sustained by Indemnitee, then the Company shall supplement such inadequate Vant indemnification by advancing such amounts or by purchasing excess liability insurance coverage as may be necessary to cover such Expenses pursuant to the terms of this Agreement. (d) In the event of Company's or a Subsidiary's bankruptcy (as may be applicable), the Company shall indemnify Indemnitee for Expenses incurred by Indemnitee in connection with such bankruptcy. (e) In the event of any payment under this Agreement, the Company shall will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), Indemnitee, who shall will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) (f) The Company shall will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder under this Agreement if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement agreement, or otherwise. (e) Except as provided in paragraph (c) above, the (g) The Company's obligation to indemnify or advance Expenses hereunder under this Agreement to Indemnitee who is or was serving at the request of the Company as a director, officer, employee employee, or agent of any other corporation, partnership, joint venture, trust, employee benefit plan plan, or other enterprise shall Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan plan, or other enterprise. Enterprise. View More
Non-Exclusivity Survival of Rights Insurance Primacy of Indemnification Subrogation. (a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, shareholders, a resolution of directors of the Company, or otherwise. otherwise (the "Constituent Documents"). No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of In...demnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his his/her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, Bermuda Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. 8 (b) To the extent that the Company or its affiliates maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors' and officers' liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. policies and shall provide Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the claim, in each case substantially concurrently with the receipt thereof by the Company. The Company shall thereafter take all 9 necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. (e) Except as provided in paragraph (c) above, the Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.View More
