Without derogating from Sample Clauses
The "Without derogating from" clause serves to clarify that the rights, obligations, or provisions being discussed do not diminish or override other rights or obligations set out elsewhere in the agreement. In practice, this clause is often used to ensure that a specific section or obligation is interpreted as being in addition to, rather than in place of, other terms in the contract. For example, if a contract grants a party certain remedies, a "without derogating from" clause can confirm that these remedies are supplemental to any other remedies available under the agreement. Its core function is to prevent the unintentional limitation or exclusion of rights or obligations, thereby ensuring that all relevant provisions remain fully effective and enforceable.
Without derogating from. Section 2.6.1 above, the Company hereby acknowledges that a Preferred Director may have certain rights to indemnification, advancement of expenses and/or insurance provided by its appointee (i.e., Vitalife, IHCV) (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Preferred Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Preferred Director are secondary and excess), (b) that it shall be required to advance the full amount of expenses incurred by such Preferred Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Preferred Director to the extent legally permitted and as required by the Articles of Association of the Company in effect (or any agreement between the Company and such Preferred Director), without regard to any rights such Preferred Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof as such other recovery arises out of or is related to indemnification or advancement of expenses by the Company. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Preferred Director with respect to any claim for which such Preferred Director has sought indemnification from the Company shall affect the foregoing. Nothing in the foregoing shall affect Indemnitee’s right to pursue indemnification and advancement of expenses from any available source, but Indemnitee shall attempt in good faith to first obtain indemnification and advancement of expenses from the Company before pursuing Fund Indemnitors. Fund Indemnitors shall have a right to pursue Company for all sums Fund Indemnitors advance as expenses or pay as indemnity, as a breach of this contract provision (for each term of which Fund Indemnitors are intended third party beneficiaries with rights to directly enforce this Agreement against Company or Indemnitee). This Section
Without derogating from. Section 4.2.1 above, the Contractor shall perform the Maintenance Services at least in the same level as Exhibit D hereto.