Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles of Organization, the By-Laws, any agreement, any vote of stockholders or Disinterested Directors, Chapter 156D, any other law (common or statutory), or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.
Appears in 4 contracts
Sources: Director Indemnification Agreement (Pegasystems Inc), Director Indemnification Agreement (Pegasystems Inc), Director Indemnification Agreement (Pegasystems Inc)
Indemnification Hereunder Not Exclusive. (a) Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation's Articles of Incorporation, the Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Nevada corporation to indemnify a member of its board of directors or any officer, such changes shall be, ips0 facto, within the purview of Indemnitee's rights, and Corporation's obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Nevada corporation to indemnify a member of its board of directors or any officer, such changes, 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.
(b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested Directorsdisinterested directors, Chapter 156D, any other law (common or statutory)the laws of the State of Nevada, or otherwise, both as to action in the Indemnitee’s his official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunderoffice.
Appears in 3 contracts
Sources: Indemnification Agreement (Accupoll Holding Corp), Indemnification Agreement (Accupoll Holding Corp), Indemnification Agreement (Accupoll Holding Corp)
Indemnification Hereunder Not Exclusive. (a) Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation's Certificate of Incorporation, the Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Delaware corporation to indemnify any officer, such changes shall be, ipso facto, within the purview of Indemnitee's rights, and the Corporation's obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Delaware corporation to indemnify any officer, such changes, 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.
(b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles Certificate of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested disinterested Directors, Chapter 156D, any other law (common or statutory), the laws of the State of Delaware or otherwise, both as to action actions in the Indemnitee’s his official capacity and as to action actions in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunderoffice.
Appears in 2 contracts
Sources: Indemnification Agreement (Versatility Inc), Indemnification Agreement (Versatility Inc)
Indemnification Hereunder Not Exclusive. (a) Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation's Certificate of Incorporation, the Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Delaware corporation to indemnify a member of its Board of Directors or any officer, such changes shall be, ipso facto, within the purview of Indemnitee's rights, and the Corporation's obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Delaware corporation to indemnify a member of its Board of Directors or any officer, such changes, 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.
(b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles Certificate of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested disinterested Directors, Chapter 156D, any other law (common or statutory), the laws of the State of Delaware or otherwise, both as to action actions in the Indemnitee’s his official capacity and as to action actions in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunderoffice.
Appears in 1 contract
Indemnification Hereunder Not Exclusive. (a) Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify the Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation's Certificate of Incorporation, the Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes shall be, ipso facto, within the purview of Indemnitee's rights, and Corporation's obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes, 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.
(b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles Certificate of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested Directorsdisinterested directors, Chapter 156D, any other law (common or statutory)the laws of the State of Delaware, or otherwise, both as to action in the Indemnitee’s his official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunderoffice.
Appears in 1 contract
Indemnification Hereunder Not Exclusive. (a) Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation's Certificate of Incorporation, the Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes shall be, IPSO FACTO, within the purview of Indemnitee's rights, and Corporation's obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes, 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.
(b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles Certificate of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested Directorsdisinterested directors, Chapter 156D, any other law (common or statutory)the laws of the State of Delaware, or otherwise, both as to action in the Indemnitee’s his official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunderoffice.
Appears in 1 contract
Indemnification Hereunder Not Exclusive. (a) Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation's Certificate of Incorporation, the Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes shall be, ipso facto, within the purview of Indemnitee's rights, and Corporation's obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes, 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.
(b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles Certificate of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested Directorsdisinterested directors, Chapter 156D, any other law (common or statutory)the laws of the State of Delaware, or otherwise, both as to action in the Indemnitee’s his official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunderoffice.
Appears in 1 contract
Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s 's Articles of Organization, the By-Laws, any agreement, any vote of stockholders or Disinterested Directors, Chapter 156D, any other law (common or statutory), or otherwise, both as to action in the Indemnitee’s 's official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s 's Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s 's Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s 's rights and the Corporation’s 's obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s 's Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s 's Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ ' rights and obligations hereunder.
Appears in 1 contract
Sources: Director Indemnification Agreement (Pegasystems Inc)
Indemnification Hereunder Not Exclusive. (a) Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify the Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation's Certificate of Incorporation, Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Delaware corporation to indemnify its directors or executive officers, such changes shall be deemed within the purview of the Indemnitee's rights, and Corporation's obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Delaware corporation to indemnify a member of its board of directors, such changes, 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.
(b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles Certificate of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested Directorsdisinterested directors, Chapter 156D, any other law (common or statutory)the laws of the State of Delaware, or otherwise, both as to action in the Indemnitee’s his official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunderoffice.
Appears in 1 contract
Sources: Indemnification Agreement (Trusted Information Systems Inc)
Indemnification Hereunder Not Exclusive. (a) Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify the Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation's Certificate of Incorporation, the Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a New York corporation to indemnify a member of its board of directors or any officer, such changes shall be, ipso facto, within the purview of ---- ----- Indemnitee's rights, and Corporation's obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a New York corporation to indemnify a member of its board of directors or any officer, such changes, 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.
(b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles Certificate of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested Directorsdisinterested directors, Chapter 156D, any other law (common or statutory)the laws of the State of New York, or otherwise, both as to action in the Indemnitee’s his official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunderoffice.
Appears in 1 contract
Indemnification Hereunder Not Exclusive. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation's Certificate of Incorporation, the Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes shall be, ipso facto, within the purview of Indemnitee's rights, and Corporation's obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes, 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. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles Certificate of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested Directors, Chapter 156D, any other law (common or statutory), or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.disinterested
Appears in 1 contract
Sources: Indemnification Agreement (Advanced Switching Communications Inc)
Indemnification Hereunder Not Exclusive. (a) Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify the Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation’s Certificate of Incorporation, the Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights, and Corporation’s obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes, 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.
(b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles Certificate of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested Directorsdisinterested directors, Chapter 156D, any other law (common or statutory)the laws of the State of Delaware, or otherwise, both as to action in the Indemnitee’s his or her official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunderoffice.
Appears in 1 contract
Sources: Indemnification Agreement (Universal Biosensors Inc)
Indemnification Hereunder Not Exclusive. (a) Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of this Agreement, the Corporation’s Certificate of Incorporation, the Bylaws, or by statute. In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights, and Corporation’s obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Delaware corporation to indemnify a member of its board of directors or any officer, such changes, 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.
(b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles Certificate of OrganizationIncorporation, the By-LawsBylaws, any agreement, any vote of stockholders shareholders or Disinterested Directorsdisinterested directors, Chapter 156D, any other law (common or statutory)the laws of the State of Delaware, or otherwise, both as to action in the Indemnitee’s his official capacity and as to action in another capacity while holding office for the Corporation. Notwithstanding any other provision of this Agreement, the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law and the Corporation’s Articles of Organization and By-Laws, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation’s Articles of Organization or By-Laws 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 Massachusetts corporation to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Corporation’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Massachusetts corporation to indemnify a member of its Board of Directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement or by the Corporation’s Articles of Organization or By-Laws and provided that such changes do not conflict with Corporation’s Articles of Organization or By-Laws, shall have no effect on this Agreement or the parties’ rights and obligations hereunderoffice.
Appears in 1 contract