Common use of Additional Indemnification Rights Clause in Contracts

Additional Indemnification Rights. The Company further agrees to indemnify the Indemnitee in connection with any Claim and to make Expense Advances to the Indemnitee, in each case to the fullest extent as may be provided for under the Charter, By-Laws or applicable law, vote of either the Company’s stockholders or its disinterested directors, notwithstanding that any such indemnification or Expense Advance is not specifically authorized by the other provisions of this Agreement. It is the intent of the parties hereto that (i) 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 or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Charter, By-Laws, pursuant to a vote of either the Company’s stockholders or its disinterested directors, and this Agreement, the Indemnitee shall enjoy by virtue of this Agreement, the greater benefits afforded by such change; (ii) in the event of any change, after the date of this Agreement, in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Charter, By-Laws or applicable law, pursuant to a vote of either the Company’s stockholders or its disinterested directors and this Agreement, 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 5(a) herein; and (iii) this Agreement be interpreted and enforced so as to provide indemnification and Expense Advances under such circumstances as set forth in this Agreement, if any, in which the providing of indemnification or Expense Advances would otherwise be discretionary. Notwithstanding the foregoing, no Expense Advance under this Agreement shall be made in violation of Section 402 of the Sxxxxxxx-Xxxxx Act of 2002.

Appears in 2 contracts

Samples: Indemnification Agreement (Liveperson Inc), Indemnification Agreement (Town Sports International Holdings Inc)

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Additional Indemnification Rights. The Company further agrees to indemnify the Indemnitee in connection with any Claim and to make Expense Advances to the Indemnitee, in each case to the fullest extent as may be provided for under the Company's Charter, By-Laws or applicable lawLaws, vote of either the Company’s stockholders or its disinterested directors, directors and/or applicable law notwithstanding that any such indemnification or Expense Advance is not specifically authorized by the other provisions of this Agreement. It is the intent of the parties hereto that (i) 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 or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Company's Charter, By-Laws, pursuant to a vote of either the Company’s stockholders or its disinterested directors, directors and this Agreement, the Indemnitee shall enjoy by virtue of this Agreement, Agreement the greater benefits afforded by such change; (ii) in the event of any change, after the date Date of this Agreement, in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Company's Charter, By-Laws or applicable lawLaws, pursuant to a vote of either the Company’s stockholders or its disinterested directors and this Agreement, 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 set forth in Section 5(a) hereinhereof; and (iii) this Agreement be interpreted and enforced so as to provide indemnification and Expense Advances under such circumstances as set forth in this Agreement, if any, in which the providing of indemnification or Expense Advances would otherwise be discretionary. Notwithstanding the foregoing, no Expense Advance under this Agreement shall be made in violation of Section 402 of the Sxxxxxxx-Xxxxx Act of 2002.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Knot Inc)

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Additional Indemnification Rights. The Company further agrees to indemnify the Indemnitee in connection with any Claim and to make Expense Advances to the Indemnitee, in each case to the fullest extent as may be provided for under the Charter, By-Laws or applicable law, vote of either the Company’s 's stockholders or its disinterested directors, notwithstanding that any such indemnification or Expense Advance is not specifically authorized by the other provisions of this Agreement. It is the intent of the parties hereto that (i) 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 or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Charter, By-Laws, pursuant to a vote of either the Company’s 's stockholders or its disinterested directors, and this Agreement, the Indemnitee shall enjoy by virtue of this Agreement, the greater benefits afforded by such change; (ii) in the event of any change, after the date of this Agreement, in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Charter, By-Laws or applicable law, pursuant to a vote of either the Company’s 's stockholders or its disinterested directors and this Agreement, 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 5(a) herein; and (iii) this Agreement be interpreted and enforced so as to provide indemnification and Expense Advances under such circumstances as set forth in this Agreement, if any, in which the providing of indemnification or Expense Advances would otherwise be discretionary. Notwithstanding the foregoing, no Expense Advance under this Agreement shall be made in violation of Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002.

Appears in 1 contract

Samples: Indemnification Agreement (Sybari Software, Inc.)

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