Common use of Additional Indemnification Rights Nonexclusivity Clause in Contracts

Additional Indemnification Rights Nonexclusivity. (a) Except as provided in Section 13.3(b) hereof, the Company hereby agrees to indemnify Executive to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws 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 corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, it is the intent and agreement of the parties hereto that Executive shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, 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. (b) The indemnification provided by this Agreement shall be in addition to any rights to which Executive may be entitled under Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, or otherwise. The indemnification provided under this Agreement shall continue as to Executive for any action Executive took or did not take while serving in an indemnified capacity even though Executive may have ceased to serve in such capacity. (c) The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Executive to the extent Executive has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. (d) If Executive is entitled under any provision of this Agreement to indemnification by Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, Company shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

Additional Indemnification Rights Nonexclusivity. (a) Except as provided in Section 13.3(b) hereof, the Company The Corporation hereby agrees to indemnify Executive Indemnitee to the fullest extent permitted by lawlaw and in accordance with the terms hereof, notwithstanding that such indemnification may not be specifically authorized by the other provisions Corporation’s Articles of this AgreementOrganization, the Company's Certificate of Incorporation, the Company's Bylaws Corporation’s 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 or an officer, employee, agent or fiduciaryDirectors, it is the intent and agreement of the parties hereto that Executive Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. 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 or an officer, employee, agent or fiduciaryDirectors, 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. (b) The indemnification provided by this Agreement shall be in addition to any rights to which Executive Indemnitee may be entitled under Company's Certificate the Corporation’s Articles of IncorporationOrganization, its BylawsBy-Laws, any agreement, any vote of stockholders or disinterested directors, shareholders or otherwise. The indemnification provided under this Agreement shall continue as to Executive Indemnitee for any action Executive Indemnitee took or did not take while serving in an indemnified capacity even though Executive the Indemnitee may have ceased to serve in such capacity. (c) The Company So long as the Indemnitee shall not continue to serve in any capacity described in Section 1 and thereafter so long as there is any reasonable possibility that the Indemnitee shall be liable under this Agreement subject to make any payment in connection with any Claim made against Executive by reason of the fact that the Indemnitee served in any of such capacities, the Corporation will use reasonable efforts to purchase and maintain in effect for the benefit of the Indemnitee one or more valid, binding and enforceable policies of directors’ and officers’ liability insurance (“D&O Insurance”) providing, in all respects, coverage and amounts as reasonably determined by the Board of Directors. The rights and benefits accorded to the extent Executive has otherwise actually received payment (Indemnitee under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) the D&O Insurance shall be the same as the rights and benefits accorded to the most favorably insured of the amounts otherwise indemnifiable hereunderCorporation’s Board members. (d) If Executive is entitled under any provision of this Agreement to indemnification by Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, Company shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

Additional Indemnification Rights Nonexclusivity. (a) Except as provided in Section 13.3(b) hereof, the The Company hereby agrees to indemnify Executive the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may is not be specifically authorized by the other provisions of this Agreement, the Company's ’s Certificate of Incorporation, the Company's ’s Bylaws 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 Delaware corporation to indemnify a member of its Board board of Directors directors or an officer, employee, agent or fiduciary, it is the intent and agreement of the parties hereto that Executive Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board board of Directors directors or an officer, employee, agent or fiduciary, 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. (b) The indemnification and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Executive Indemnitee may be entitled under the Company's ’s Certificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Executive Indemnitee for any action Executive took taken or did not take taken while serving in an indemnified capacity even though Executive subsequent thereto Indemnitee may have ceased to serve in such capacity. (c) The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Executive to the extent Executive has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. (d) If Executive is entitled under any provision of this Agreement to indemnification by Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, Company shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

Additional Indemnification Rights Nonexclusivity. (a) Except as provided in Section 13.3(b) hereof, the Company Splinex hereby agrees to indemnify Executive Indemnitee to the fullest extent permitted by law, notwithstanding that even if such indemnification may is not be specifically authorized by the other provisions of this Agreement, the CompanySplinex's Certificate constituent documents or any other agreement, Splinex's certificate of Incorporationincorporation, the Company's Bylaws bylaws 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 Delaware corporation to indemnify a member of its Board of Directors director or an officer, stockholder, employee, controlling person, agent or fiduciary, it is the intent and agreement of the parties hereto that Executive Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors director or an officer, employee, agent or fiduciary, 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. (b) hereunder except as set forth in Section 8 hereof. The indemnification provided by this Agreement shall be in addition to any rights to which Executive Indemnitee may be entitled under CompanySplinex's Certificate constituent documents, Splinex's certificate of Incorporationincorporation, its Bylawsbylaws, any agreement, any vote of stockholders or disinterested directors, the laws of the State of Delaware, or otherwise. The indemnification provided under this Agreement shall continue as to Executive Indemnitee for any action Executive Indemnitee took or did not take while serving in an indemnified capacity even though Executive Indemnitee may have ceased to serve in such capacity. (c) The Company capacity and such indemnification shall not be liable under this Agreement to make any payment in connection with any Claim made against Executive inure to the extent Executive has otherwise actually received payment (under any insurance policy, Certificate benefit of Incorporation, Bylaw Indemnitee from and after Indemnitee's first day of service as a director and/or officer with Splinex or otherwise) of affiliation with a director and/or officer from and after the amounts otherwise indemnifiable hereunderdate such Indemnitee commences services as a director and/or officer with Splinex. (d) If Executive is entitled under any provision of this Agreement to indemnification by Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, Company shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

Additional Indemnification Rights Nonexclusivity. (a) Except as provided in Section 13.3(b13(b) hereof, the Company hereby agrees to indemnify Executive to the fullest extent permitted by law, notwithstanding that such indemnification may is not be specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws 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 Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, it is the intent and agreement of the parties hereto that Executive shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, 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. (b) The indemnification provided by this Agreement shall be in addition to any rights to which Executive may be entitled under Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the Delaware General Corporation Law, or otherwise. The indemnification provided under this Agreement shall continue as to Executive for any action Executive took or did not take while serving in an indemnified capacity even though Executive may have ceased to serve in such capacity. (c) The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Executive to the extent Executive has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. (d) If Executive is entitled under any provision of this Agreement to indemnification by Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, Company shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

Additional Indemnification Rights Nonexclusivity. (a) Except as provided in Section 13.3(b) hereof, the a. The Company hereby agrees to indemnify Executive Indemnitee to the fullest extent permitted by law, notwithstanding that even if such indemnification may is not be specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which that expands the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary, it is the intent and agreement of the parties hereto that Executive the Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change after the date of this Agreement in any applicable law, statute or rule which that narrows the right ability or authority of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, 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. (b) b. The indemnification provided by this Agreement shall be in addition to any rights to which Executive the Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directorsDisinterested Directors, the Delaware General Corporation Law, or otherwise. ; provided, however that the Indemnitee's rights under the Company's Certificate of Incorporation or Bylaws shall not in any way limit the rights available under this Agreement. c. The indemnification provided under this Agreement shall continue as to Executive for any action Executive Indemnitee took or did not take while serving in an indemnified capacity even though Executive the Indemnitee may have ceased to serve in such capacity. (c) The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Executive to the extent Executive has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. (d) If Executive is entitled under any provision of this Agreement to indemnification by Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, Company shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

Additional Indemnification Rights Nonexclusivity. (a) Except as provided in Section 13.3(b12(b) hereof, the Company hereby agrees to indemnify Executive to the fullest extent permitted by law, notwithstanding that such indemnification may is not be specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws 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 Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, it is the intent and agreement of the parties hereto that Executive shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, 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. (b) The indemnification provided by this Agreement shall be in addition to any rights to which Executive may be entitled under Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the Delaware General Corporation Law, or otherwise. The indemnification provided under this Agreement shall continue as to Executive for any action Executive took or did not take while serving in an indemnified capacity even though Executive may have ceased to serve in such capacity. (c) The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Executive to the extent Executive has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. (d) If Executive is entitled under any provision of this Agreement to indemnification by Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, Company shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

Additional Indemnification Rights Nonexclusivity. (a) Except as provided in Section 13.3(b) hereof, the Company hereby agrees to indemnify Executive to the fullest extent permitted by law, notwithstanding that such indemnification may is not be specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws 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 Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, it is the intent and agreement of the parties hereto that Executive shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, 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. (b) The indemnification provided by this Agreement shall be in addition to any rights to which Executive may be entitled under Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the Delaware General Corporation Law, or otherwise. The indemnification provided under this Agreement shall continue as to Executive for any action Executive took or did not take while serving in an indemnified capacity even though Executive may have ceased to serve in such capacity. (c) The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Executive to the extent Executive has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. (d) If Executive is entitled under any provision of this Agreement to indemnification by Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, Company shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

Additional Indemnification Rights Nonexclusivity. (a) Except as provided in Section 13.3(b) hereof, the a. The Company hereby agrees to indemnify Executive Indemnitee to the fullest extent permitted by law, notwithstanding that even if such indemnification may is not be specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which that expands the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, controlling person, agent or fiduciary, it is the intent and agreement of the parties hereto that Executive the Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change after the date of this Agreement in any applicable law, statute or rule which that narrows the right ability or authority of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, 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. (b) b. The indemnification provided by this Agreement shall be in addition to any rights to which Executive the Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the Delaware General Corporation Law, or otherwise. ; provided however that the Indemnitee's rights under the Company's Certificate of Incorporation or Bylaws shall not in any way limit the rights available under this Agreement. c. The indemnification provided under this Agreement shall continue as to Executive for any action Executive Indemnitee took or did not take while serving in an indemnified capacity even though Executive the Indemnitee may have ceased to serve in such capacity. (c) The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Executive to the extent Executive has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. (d) If Executive is entitled under any provision of this Agreement to indemnification by Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, Company shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.