Non-exclusivity Contract Clauses (795)

Grouped Into 20 Collections of Similar Clauses From Business Contracts

This page contains Non-exclusivity clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Non-exclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or disinterested directors, other agreements, or otherwise, both as to acts or omissions in his or her official capacity and to acts or omissions in another capacity while serving the Company or a Subsidiary or A...ffiliate as an Indemnifiable Person and Indemnitee's rights hereunder shall continue after Indemnitee has ceased serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. View More
Non-exclusivity. The provisions for indemnification and advancement of Expenses and indemnification of Other Liabilities set forth in this Agreement shall not be deemed exclusive of any other rights which that Indemnitee may have under any provision of law, the Company's Certificate of Incorporation or the Bylaws, the vote of the Company's stockholders or disinterested directors, other agreements, or otherwise, both as to acts or omissions in his or her official capacity and to acts or omissions in another capac...ity while serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and Indemnitee's rights hereunder shall continue after Indemnitee has ceased serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. Person. View More
Non-exclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement Deed shall not be deemed exclusive of any other rights which Indemnitee may have To The Maximum Extent Permitted By Law under any provision of law, the Company's Certificate of Incorporation or Bylaws, the Memorandum or the Articles, any bylaws, the vote of the Company's stockholders or disinterested directors, other agreements, or otherwise, both as to acts or omissions in his or her official capacity and... to acts or omissions in another capacity while serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and Indemnitee's rights hereunder shall continue after Indemnitee has ceased serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. View More
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Non-exclusivity. The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under any statute, provision of the Company's Certificate of Incorporation or Bylaws, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that a change in the DGCL permits greater indemnification by agreement than would be afforded currently under the Company's Cert...ificate of Incorporation and Bylaws and this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. View More
Non-exclusivity. The rights of the Indemnitee hereunder under this Agreement shall be in addition to any other rights the Indemnitee may have under any statute, provision of the Company's Certificate of Incorporation Charter or Bylaws, vote of stockholders or disinterested directors directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that a change in the DGCL permits greater indemnification by agreement than would be aff...orded currently under the Company's Certificate of Incorporation Charter and Bylaws and this Agreement, it is the intent of the parties hereto to this Agreement that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. View More
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Non-exclusivity. The rights and remedies of BGCP and its Affiliates hereunder are not exclusive of or limited by any other rights or remedies that BGCP and its Affiliates may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of BGCP and its Affiliates hereunder, and the obligations and liabilities of Participant hereunder, are in addition to their respective rights, remedies,... obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like. This Agreement does not limit Participant's obligations or the rights of BGCP (or any Affiliate of BGCP) under the terms of any other agreement between Participant and BGCP (or any Affiliate of BGCP). View More
Non-exclusivity. The rights and remedies of BGCP and its Affiliates hereunder are not exclusive of or limited by any other rights or remedies that BGCP and its Affiliates may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of BGCP and its Affiliates hereunder, and the obligations and liabilities of Participant Executive hereunder, are in addition to their respective rights,... remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like. 11 This Agreement does not limit Participant's Executive's obligations or the rights of BGCP (or or any Affiliate of BGCP) its Affiliates under the terms of any other agreement between Participant Executive and BGCP (or or any Affiliate of BGCP). its Affiliates. View More
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Non-exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company's Certificate of Incorporation, Bylaws, any agreement, any vote of stockholders or directors, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under the Company's Certificate of Incorporation, Bylaws, applicable law, or this Agreement, it is the intent... of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. -6- 9. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing general and/or directors' and officers' liability insurance, 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 Company director or officer. View More
Non-exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company's Certificate of Incorporation, Bylaws, any agreement, any vote of stockholders or directors, Incorporation as amended, bylaws, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company's Certificate of Incorporation, Bylaws, Inco...rporation as amended, bylaws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. -6- 9. INDEMNIFICATION AGREEMENT – INDEMNITEE 5 8. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing general and/or directors' and officers' liability insurance, 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 Company director or officer. View More
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Non-exclusivity. The services of the Collateral Manager to the Company are not to be deemed exclusive, and the Collateral Manager shall be free to render asset management or management services to other Persons (including Affiliates, other investment companies, and clients having objectives similar to those of the Company). It is understood and agreed that the officers and directors of the Collateral Manager may engage in any other business activity or render services to any other Person or serve as partners, of...ficers or directors of any other firm or corporation. Notwithstanding the foregoing, it is understood and agreed that the Collateral Manager will at no 15 time render any services to, or in any way participate in the organization or operation of, any investment company or other entity if such actions would require the Company to register as an "investment company" under the 1940 Act. Subject to Sections 2 and 10 hereof, it is understood and agreed that information or advice received by the Collateral Manager and officers or directors of the Collateral Manager hereunder shall be used by such organization or such persons to the extent permitted by applicable law. View More
Non-exclusivity. The services of the Collateral Manager to the Company are not to be deemed exclusive, and the Collateral Manager shall be free to render asset management or management services to other Persons (including Affiliates, other investment companies, and clients having objectives similar to those of the Company). It is understood and agreed that the officers and directors of the Collateral Manager may engage in any other business activity or render services to any other Person or serve as partners, of...ficers or directors of any other firm or corporation. Notwithstanding the foregoing, it is understood and agreed that the Collateral Manager will at no 15 time render any services to, or in any way participate in the organization or operation of, any investment company or other entity if such actions would require the Company to register as an "investment company" under the 1940 Act. Subject to Sections 2 and 10 hereof, it is understood and agreed that information or advice received by the Collateral Manager and officers or directors of the Collateral Manager hereunder shall be used by such organization or such persons to the extent permitted by applicable law. 15 9. Conflicts of Interest. The Collateral Manager may, subject to applicable legal requirements and any restrictions or limitations contained in the Transaction Documents, direct the Company (i) to acquire any Loans for the Company from the Collateral Manager or any of its Affiliates as principal or (ii) to sell any Loans for the Company to the Collateral Manager or any of its Affiliates as principal; provided that each such acquisition or sale is conducted on terms no less favorable to the Company than would be obtained in an arms' length transaction with a non-affiliate. Notwithstanding the provisions of the preceding paragraph, various potential and actual conflicts of interest may arise from the overall investment activity of the Collateral Manager and its Affiliates. The Collateral Manager, its Affiliates and their respective clients may invest in obligations that would be appropriate for inclusion in the Company's assets. Such investments may be different from those made on behalf of the Company. The Collateral Manager and its Affiliates may have ongoing relationships with companies whose obligations are pledged under the LSA and may own equity or debt obligations issued by issuers of and other obligors of Loans. The Collateral Manager and its Affiliates and the clients of the Collateral Manager or its Affiliates may invest in obligations that are senior to, or have interests different from or adverse to, the assets of the Company. The Collateral Manager may serve as Collateral Manager for, invest in, or be affiliated with, other entities organized to issue collateralized debt obligations secured by loans, high-yield debt securities, or other debt obligations. The Collateral Manager may at certain times be simultaneously seeking to purchase or sell investments for the Company and any similar entity for which it serves as Collateral Manager in the future, or for its clients and Affiliates. Furthermore, the Collateral Manager and/or its Affiliates may make an investment on their behalf or on behalf of any account that they manage or advise without offering the investment opportunity or making an investment on behalf of the Company. The Company hereby acknowledges that various potential and actual conflicts of interest may exist with respect to the Collateral Manager, including but not limited to those specified above; provided that nothing in this Section 9 shall be construed as altering the duties of the Collateral Manager as set forth in this Agreement, the LSA or the requirements of any law, rule, or regulation applicable to the Collateral Manager. View More
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Non-exclusivity. Kassar shall have the right to render services to third parties during the Term, including, without limitation, acting as producer or executive producer on any films or acting as sales agent for films owned by third parties, and any compensation to him for such services shall be for his own account. Kassar shall have the right to control the manner and means of providing the Services, and he shall be an independent contractor with respect to Company.
Non-exclusivity. Kassar Rose and Smith shall have the right to render services to third parties during the Term, including, without limitation, acting as producer or executive producer on any films or acting as sales agent for films owned by third parties, and any compensation to him them for such services shall be for his their own account. Kassar Rose and Smith shall have the right to control the manner and means of providing the Services, and he they shall be an independent contractor contractors with respect... to Company. View More
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Non-exclusivity. The Consultant retains the right to be employed or engaged by other companies and to contract with other companies or entities for his consulting services without restriction.
Non-exclusivity. The Consultant Except as set forth in Section 6.3, the Executive retains the right to be employed or engaged by other companies and to contract with other companies or entities for his consulting services without restriction.
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Non-exclusivity. The rights of Indemnitee hereunder shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under applicable law, the Companies' constitutive documents, or any agreements, vote of stockholders, resolution of the Boards of Directors or otherwise with respect to any Proceeding (as hereinafter defined) associated with Indemnitee acting in his official capacity as an officer and director of the Parent arising out of or pertaining to actions relating to the approval of an...d entering into the Merger Agreement, the Transaction Documentation (as defined in the Merger Agreement), the Merger and each of the transactions contemplated thereby, whether asserted or claimed prior to, at or after the Effective Time. View More
Non-exclusivity. The rights of Indemnitee hereunder shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under applicable law, the Companies' constitutive documents, or any agreements, vote of stockholders, resolution of the Boards of Directors or otherwise with respect to any Proceeding (as hereinafter defined) associated with Indemnitee acting in his official capacity as an officer and director of the Parent arising out of or pertaining to actions relating to the approval of an...d entering into the Merger Exchange Agreement, the Transaction Documentation (as defined in the Merger Exchange Agreement), the Merger Exchange and each of the transactions contemplated thereby, whether asserted or claimed prior to, at or after the Effective Time. View More
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Non-exclusivity. Services shall be rendered by the Consultant on a non-exclusive basis. The Consultant understands that Client may engage other individuals and entities to perform the same or similar Services. The Client understands that the Consultant may be engaged by or have ownership or other interests in entities that Consultant may provide consulting services to, or be affiliated with, or participate with, and there shall be no fiduciary obligation on the part of the Consultant, other than to disclose such... affiliation and/or relationship. The Consultant agrees that it will perform its duties and obligations under this Agreement in good faith and in a commercially reasonable manner. View More
Non-exclusivity. Services shall be rendered by the Consultant on a non-exclusive basis. The Consultant understands that Client may engage other individuals and entities to perform the same or similar Services. The Client understands that the Consultant may be engaged by or have ownership or other interests in entities that Consultant may provide consulting services to, or be affiliated with, or participate with, and there shall be no fiduciary obligation on the part of the Consultant, other than to disclose such... affiliation and/or relationship. The Consultant agrees that it will perform its duties and obligations under this Agreement in good faith and in a commercially reasonable manner. 2 7. INDEPENDENT CONTRACTOR. Client acknowledges that Consultant is an independent contractor of the Client. Consultant, its officers, employees and agents shall not be and shall not represent themselves as agents or employees of the Client. Payments to consultant hereunder shall not be subject to withholding taxes or other employment taxes as required with respect to compensation paid to an employee. View More
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Non-exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the laws of the Cayman Islands, the Organizational Documents, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Organizational Documents, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreeme...nt the greater benefits so afforded by such change. 9 8. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' or officers' liability insurance, Indemnitee, if [a director/an executive officer] of the Company, shall be covered by such policy or policies, in accordance with its or their terms. View More
Non-exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the laws of the Cayman Islands, State of Delaware, the Organizational Documents, board resolution, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Organizational Documents, board resolutions, applicable law, or this Agreement, it is the int...ent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. 9 8. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' or officers' liability insurance, Indemnitee, if [a director/an executive officer] a director or officer of the Company, shall be covered by such policy or policies, in accordance with its or their terms. View More
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