Common use of Nevertheless Clause in Contracts

Nevertheless. Section 145(f) does provide support for wide-ranging agreements which broaden or enlarge upon indemnification rights granted in the various other subsections of Section 145, although provisions in such a[n] . . . agreement which are contrary to limitations or prohibitions set forth in other subsections may be held unenforceable if they violate other statutes, court decisions or public policies. . . . For example, because of the limitations of Section 145(b), a corporation may not be able to indemnify under the authority of Section 145(f) for judgments or amounts paid in settlements in derivative suits. . . . On the other hand, Section 145(f) may authorize the adoption of various procedures and presumptions to make the process of indemnification more favorable to the indemnitee without violating that statute.” See Balotti and Xxxxxxxxxxx, Delaware Law of Corporation and Business Organizations, § 4.16 at 4-345 to 4-350. Sometimes a contract providing for indemnification beyond Section 145 will itself contain limitations on the scope of additional indemnification. These limitations might include prohibitions on indemnification for (i) violations of xxxxxxx xxxxxxx laws such as Section 16(b) of the 1934 Act, (ii) conduct that is determined to be knowingly fraudulent or deliberately dishonest or to constitute willful misconduct, (iii) actions brought by the corporation, (iv) actions brought by the indemnitee without board approval and (v) actions relating to proxy contests in opposition to the board. See Section 9 below.]

Nevertheless. Section 145(f) does provide support for wide-ranging agreements which broaden or enlarge upon indemnification rights granted in the various other subsections of Section 145, although provisions in such a[n] . . . agreement which are contrary to limitations or prohibitions set forth in other subsections may be held unenforceable if they violate other statutes, court decisions or public policies. . . . For example, because of the limitations of Section 145(b), a corporation may not be able to indemnify under the authority of Section 145(f) for judgments or amounts paid in settlements in derivative suits. . . . On the other hand, Section 145(f) may authorize the adoption of various procedures and presumptions to make the process of indemnification more favorable to the indemnitee without violating that statute.” See Balotti Xxxxxxx and Xxxxxxxxxxx, Delaware Law of Corporation and Business Organizations, § 4.16 4.12[E] at 4-345 97 to 4-35098. Sometimes a contract providing for indemnification beyond Section 145 will itself contain limitations on the scope of additional indemnification. These limitations might include prohibitions on indemnification for (i) violations of xxxxxxx xxxxxxx laws such as Section 16(b) of the 1934 Act, (ii) conduct that is determined to be knowingly fraudulent or deliberately dishonest or to constitute willful misconduct, (iii) actions brought by the corporation, (iv) actions brought by the indemnitee without board approval approval, and (v) actions relating to proxy contests in opposition to the board. See Section 9 below.]

Nevertheless. Section 145(f) does provide support for wide-ranging agreements which broaden or enlarge upon indemnification rights granted in the various other subsections of Section 145, although provisions in such a[n] . . . agreement which are contrary to limitations or prohibitions set forth in other subsections may be held unenforceable if they violate other statutes, court decisions or public policies. . . . For example, because of the limitations of Section 145(b), a corporation may not be able to indemnify under the authority of Section 145(f) for judgments or amounts paid in settlements in derivative suits. . . . On the other hand, Section 145(f) may authorize the adoption of various procedures and presumptions to make the process of indemnification more favorable to the indemnitee without violating that statute.” See Balotti and Xxxxxxxxxxx, Delaware Law of Corporation and Business Organizations, § 4.16 at 4-345 to 4-350. Sometimes a contract providing for indemnification beyond Section 145 will itself contain limitations on the scope of additional indemnification. These limitations might include prohibitions on indemnification for (i) violations of xxxxxxx xxxxxxx laws such as Section 16(b) of the 1934 Act, (ii) conduct that is determined to be knowingly fraudulent or deliberately dishonest or to constitute willful misconduct, (iii) actions brought by the corporation, (iv) actions brought by the indemnitee without board approval approval, and (v) actions relating to proxy contests in opposition to the board. See Section 9 below.]

Nevertheless. Section 145(f) does provide support for wide-ranging agreements which broaden or enlarge upon indemnification rights granted in the various other subsections of Section 145, although provisions in such a[n] . . . agreement which are contrary to limitations or prohibitions set forth in other subsections may be held unenforceable if they violate other statutes, court decisions or public policies. . . . For example, because of the limitations of Section 145(b), a corporation may not be able to indemnify under the authority of Section 145(f) for judgments or amounts paid in settlements in derivative suits. . . . On the other hand, Section 145(f) may authorize the adoption of various procedures and presumptions to make the process of indemnification more favorable to the indemnitee without violating that statute.” See Balotti Xxxxxxx and Xxxxxxxxxxx, Delaware Law of Corporation and Business Organizations, § 4.16 at 4-345 4‑345 to 4-3504‑350. Sometimes a contract providing for indemnification beyond Section 145 will itself contain limitations on the scope of additional indemnification. These limitations might include prohibitions on indemnification for (i) violations of xxxxxxx xxxxxxx laws such as Section 16(b) of the 1934 Act, (ii) conduct that is determined to be knowingly fraudulent or deliberately dishonest or to constitute willful misconduct, (iii) actions brought by the corporation, (iv) actions brought by the indemnitee without board approval approval, and (v) actions relating to proxy contests in opposition to the board. See Section 9 below.]

Nevertheless. Section 145(f) does provide support for wide-ranging agreements which broaden or enlarge upon indemnification rights granted in the various other subsections of Section 145, although provisions in such a[n] . . . agreement which are contrary to limitations or prohibitions set forth in other subsections may be held unenforceable if they violate other statutes, court decisions or public policies. . . . For example, because of the limitations of Section 145(b), a corporation may not be able to indemnify under the authority of Section 145(f) for judgments or amounts paid in settlements in derivative suits. . . . On the other hand, Section 145(f) may authorize the adoption of various procedures and presumptions to make the process of indemnification more favorable to the indemnitee without violating that statute.” See Balotti Xxxxxxx and Xxxxxxxxxxx, Delaware Law of Corporation and Business Organizations, § 4.16 at 4-345 to 4-350. Sometimes a contract providing for indemnification beyond Section 145 will itself contain limitations on the scope of additional indemnification. These limitations might include prohibitions on indemnification for (i) violations of xxxxxxx xxxxxxx laws such as Section 16(b) of the 1934 Act, (ii) conduct that is determined to be knowingly fraudulent or deliberately dishonest or to constitute willful misconduct, (iii) actions brought by the corporation, (iv) actions brought by the indemnitee without board approval and (v) actions relating to proxy contests in opposition to the board. See Section 9 below.],