Common use of Tennessee Code Clause in Contracts

Tennessee Code. The parties agree that notwithstanding any provision of this Agreement, no indemnification authorized by this Agreement shall be made if the Company proves that such payment is expressly prohibited by the provisions of the Tennessee Business Corporation Act, as such may be amended from time to time, or by the Charter or Bylaws of the Company in effect on the date of this Agreement. This Agreement shall not be deemed to deny Indemnitee the benefit of any future amendment to the Charter or Bylaws of the Company that expands the scope of Indemnitee's rights to indemnification or advancement of Expenses. Any amendment to the Charter or Bylaws of the Company that diminishes the scope of Indemnitee's rights to indemnification or advancement of Expenses shall not diminish Indemnitee's rights under this Agreement.