Common use of NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS Clause in Contracts

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible Proceeding. The benefits hereunder shall inure to the benefit of the heirs, executors and administrators and assigns of Agent. The rights conferred on Agent by this Agreement shall not be exclusive of any other right Agent may have or hereafter acquire under any statute, provision of the Certificate or Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in Agent’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation to Agent under this Agreement shall be binding on the Corporation and its successors and assigns until terminated in accordance with its terms. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation or to all or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. (c) No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Agent under this Agreement in respect of any action taken or omitted by such Agent prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate, Bylaws and this Agreement, it is the intent of the parties hereto that Agent shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent shall not prevent the concurrent assertion or employment of any other right or remedy by Agent.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible Proceeding. The benefits hereunder shall inure to the benefit of the heirs, executors and administrators and assigns of Agent. The rights conferred on Agent by this Agreement shall not be exclusive of any other right Agent may have or hereafter acquire under any statute, provision of the Certificate or Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in Agent’s 's official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation to Agent under this Agreement shall be binding on the Corporation and its successors and assigns until terminated in accordance with its terms. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation or to all or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. (c) No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Agent under this Agreement in respect of any action taken or omitted by such Agent prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate, Bylaws and this Agreement, it is the intent of the parties hereto that Agent shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent shall not prevent the concurrent assertion or employment of any other right or remedy by Agent.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements and obligations of the Corporation Broad Street contained herein shall in this Agreement will continue during the period Agent Indemnitee is a director, officer, employee or other agent of the Corporation Broad Street (or is or was serving at the request of the Corporation Broad Street as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall will continue thereafter so long as Agent shall Indemnitee will be subject to any possible Proceeding. The benefits hereunder shall will inure to the benefit of the heirs, executors and administrators and assigns of AgentIndemnitee. The rights conferred on Agent Indemnitee by this Agreement shall will not be exclusive of any other right Agent Indemnitee may have or hereafter acquire under any statute, provision of the Certificate or the Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in AgentIndemnitee’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation Broad Street to Agent Indemnitee under this Agreement shall will be binding on the Corporation Broad Street and its successors and assigns until terminated in accordance with its terms. The Corporation shall Broad Street will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation Broad Street or to all or substantially all of the business or assets of the CorporationBroad Street, expressly to assume and agree to perform this Agreement in the same manner and to indemnify Indemnitee to the same fullest extent that the Corporation would be required to perform if no such succession had taken placepermitted by law. (c) No amendment, alteration or repeal of this Agreement or of any provision hereof shall will limit or restrict any right of Agent Indemnitee under this Agreement in respect of any action taken or omitted by such Agent Indemnitee prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate, the Bylaws and this Agreement, it is the intent of the parties hereto that Agent shall Indemnitee will enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred in this Agreement is intended to be exclusive of any other right or remedy, and every other right and remedy shall will be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent shall Indemnitee will not prevent the concurrent assertion or employment of any other right or remedy by AgentIndemnitee.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements and obligations of the Corporation Inovalon contained herein shall in this Agreement will continue during the period Agent Indemnitee is a director, officer, employee or other agent of the Corporation Inovalon (or is or was serving at the request of the Corporation Inovalon as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall will continue thereafter so long as Agent shall Indemnitee will be subject to any possible Proceeding. The benefits hereunder shall will inure to the benefit of the heirs, executors and administrators and assigns of AgentIndemnitee. The rights conferred on Agent Indemnitee by this Agreement shall will not be exclusive of any other right Agent Indemnitee may have or hereafter acquire under any statute, provision of the Certificate or Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in AgentIndemnitee’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation Inovalon to Agent Indemnitee under this Agreement shall will be binding on the Corporation Inovalon and its successors and assigns until terminated in accordance with its terms. The Corporation shall Inovalon will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation Inovalon or to all or substantially all of the business or assets of the CorporationInovalon, expressly to assume and agree to perform this Agreement in the same manner and to indemnify Indemnitee to the same fullest extent that the Corporation would be required to perform if no such succession had taken placepermitted by law. (c) No amendment, alteration or repeal of this Agreement or of any provision hereof shall will limit or restrict any right of Agent Indemnitee under this Agreement in respect of any action taken or omitted by such Agent Indemnitee prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate, Bylaws and this Agreement, it is the intent of the parties hereto that Agent shall Indemnitee will enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred in this Agreement is intended to be exclusive of any other right or remedy, and every other right and remedy shall will be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent shall Indemnitee will not prevent the concurrent assertion or employment of any other right or remedy by AgentIndemnitee.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements The provisions for indemnification and obligations advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the Corporation contained herein shall continue during the period Agent is a directorCertificate of Incorporation, officer, employee Bylaws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s action as an agent of the Corporation (or Company, in any court in which a proceeding is or was serving at the request brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) Company and shall continue thereafter so long as Agent shall be subject to any possible Proceeding. The benefits hereunder shall inure to the benefit of the heirs, executors and executors, administrators and assigns of AgentIndemnitee. The rights conferred on Agent by this Agreement shall not be exclusive of any other right Agent may have or hereafter acquire under any statute, provision of the Certificate or Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in Agent’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation Company to Agent Indemnitee under this Agreement shall be binding on the Corporation Company and its successors and assigns until terminated in accordance with its terms. The Corporation Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation or to all or substantially all of the business or assets of the CorporationCompany, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation Company would be required to perform if no such succession had taken place. (cb) No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Agent Indemnitee under this Agreement in respect of any action taken or omitted by such Agent Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent that a change in the CodeDGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses expenses than would be afforded currently under the CertificateCertificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Agent Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by AgentIndemnitee. (c) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee and the Company irreparable harm. Accordingly, the parties hereto agree that each of the Company and the Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, they shall not be precluded from seeking or obtaining any other relief to which they may be entitled. The Company and Indemnitee further agree that they shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company and Indemnitee acknowledge that in the absence of a waiver, a bond or undertaking may be required by the Delaware Court of Chancery, and they hereby waive any such requirement of such a bond or undertaking.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible Proceeding. The benefits hereunder shall inure to the benefit of the heirs, executors and administrators and assigns of Agent. The rights conferred on Agent of indemnification as provided by this Agreement shall not be deemed exclusive of any other right Agent rights to which the Indemnitee may have or hereafter acquire at any time be entitled under any statuteapplicable law, provision the Certificate of Incorporation and Bylaws of the Certificate or BylawsCompany, agreementany other agreement with the Company, a vote of stockholders or disinterested directorsthe Company’s stockholders, a resolution of the Board or otherwise, both as to action in Agent’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation to Agent under this Agreement shall be binding on the Corporation and its successors and assigns until terminated in accordance with its terms. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation or to all or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. (c) No amendment, alteration or repeal of this Agreement or of any provision hereof of this Agreement shall limit or restrict any right of Agent the Indemnitee under this Agreement in respect of any action taken or omitted by such Agent the Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the Codeany applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate, Company’s Certificate of Incorporation and Bylaws and this Agreement, it is the intent of the parties hereto to this Agreement that Agent the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent shall not prevent the concurrent assertion or employment of any other right or remedy remedy. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company, the Indemnitee shall be covered by Agentsuch policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms of this Agreement, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) Except as provided in Section 8(c), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received payment of such amounts under any insurance policy, contract, other agreement or otherwise. (e) Except as provided in Section 8(c), the Company’s obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any enterprise or entity other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other enterprise or entity.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements The provisions for indemnification and obligations advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the Corporation contained herein shall continue during the period Agent is a director, officer, employee Articles or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s action as an agent of the Corporation (or Company, in any court in which a proceeding is or was serving at the request brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) Company and shall continue thereafter so long as Agent shall be subject to any possible Proceeding. The benefits hereunder shall inure to the benefit of the heirs, executors and executors, administrators and assigns of AgentIndemnitee. The rights conferred on Agent by this Agreement shall not be exclusive of any other right Agent may have or hereafter acquire under any statute, provision of the Certificate or Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in Agent’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation Company to Agent Indemnitee under this Agreement shall be binding on the Corporation Company and its successors and assigns until terminated in accordance with its terms. The Corporation Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation or to all or substantially all of the business or assets of the CorporationCompany, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation Company would be required to perform if no such succession had taken place. (c) . No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Agent Indemnitee under this Agreement in respect of any action taken or omitted by such Agent Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent that a change in the CodeCorporations Act, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses expenses than would be afforded currently under the Certificate, Bylaws Articles and this Agreement, it is the intent of the parties hereto that Agent Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by AgentIndemnitee.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements and obligations of the Corporation contained herein shall will continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall will continue thereafter so long as Agent shall be is subject to any possible Proceeding. The benefits hereunder shall will inure to the benefit of the heirs, executors and administrators and assigns of Agent. The rights conferred on Agent by this Agreement shall are not be exclusive of any other right Agent may have or hereafter acquire under any statute, provision of the Certificate or Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in Agent’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation to Agent under this Agreement shall be are binding on the Corporation and its successors and assigns until terminated in accordance with its terms. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation or to all or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. (c) No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit limits or restrict restricts any right of Agent under this Agreement in respect of any action taken or omitted by such Agent prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate, Bylaws and this Agreement, it is the intent of the parties hereto that Agent shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be is cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent shall will not prevent the concurrent assertion or employment of any other right or remedy by Agent.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements The provisions for indemnification and obligations advancement of Expenses set forth in this Agreement shall not exclude or limit any other rights to which Indemnitee may at any time be entitled under any provision of applicable law, the Corporation contained herein Company’s Certificate of Incorporation, Bylaws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s action as an Agent, in any court in which a proceeding is brought. Indemnitee’s rights under this Agreement shall continue during the period after Indemnitee has ceased acting as an Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible Proceeding. The benefits hereunder shall inure to the benefit of the heirs, executors and executors, administrators and assigns of AgentIndemnitee. The rights conferred on Agent by this Agreement shall not be exclusive of any other right Agent may have or hereafter acquire under any statute, provision of the Certificate or Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in Agent’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation Company to Agent Indemnitee under this Agreement shall be binding on the Corporation Company and its successors and assigns until terminated in accordance with its terms. The Corporation Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation or to all or substantially all of the business or assets of the CorporationCompany, by written agreement, expressly to to: (i) assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation Company would be required to perform if no such succession had taken place. ; and (cii) agree to indemnify Indemnitee to the fullest extent permitted by law. No amendment, alteration or repeal of this Agreement or of any provision hereof of this Agreement shall limit or restrict any right of Agent Indemnitee under this Agreement in respect of any action taken or omitted by such Agent Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent that a change in the CodeDGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the CertificateCompany’s Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto acknowledge and agree that Agent Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred provided for in this Agreement is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder under this Agreement or now or hereafter after the date of this Agreement existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunderunder this Agreement, or otherwise, by Agent Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by AgentIndemnitee.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements The provisions for indemnification and obligations advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the Corporation contained herein shall continue during the period Agent is a directorCertificate of Incorporation, officer, employee Bylaws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s action as an agent of the Corporation (or Company, in any court in which a proceeding is or was serving at the request brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) Company and shall continue thereafter so long as Agent shall be subject to any possible Proceeding. The benefits hereunder shall inure to the benefit of the heirs, executors and executors, administrators and assigns of AgentIndemnitee. The rights conferred on Agent by this Agreement shall not be exclusive of any other right Agent may have or hereafter acquire under any statute, provision of the Certificate or Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in Agent’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation Company to Agent Indemnitee under this Agreement shall be binding on the Corporation Company and its successors and assigns until terminated in accordance with its terms. The Corporation Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation or to all or substantially all of the business or assets of the CorporationCompany, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation Company would be required to perform if no such succession had taken place. (cb) No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Agent Indemnitee under this Agreement in respect of any action taken or omitted by such Agent Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent that a change in the CodeDGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses expenses than would be afforded currently under the CertificateCertificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Agent Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by AgentIndemnitee. (c) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee and the Company irreparable harm, Accordingly, the parties hereto agree that each of the Company and the Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, they shall not be precluded from seeking or obtaining any other relief to which they may be entitled. The Company and Indemnitee further agree that they shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company and Indemnitee acknowledge that in the absence of a waiver, a bond or undertaking may be required by the Delaware Court of Chancery, and they hereby waive any such requirement of such a bond or undertaking.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements The provisions for indemnification and obligations advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Director may at any time be entitled under any provision of applicable law, the Corporation contained herein shall continue during Certificate, the period Agent is a director, officer, employee Company’s bylaws or other agreements, both as to action in Director’s official capacity and Director’s action as an agent of the Corporation (or Company, in any court in which a proceeding is or was serving at the request brought, and Director’s rights hereunder shall continue after Director has ceased acting as an agent of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) Company and shall continue thereafter so long as Agent shall be subject to any possible Proceeding. The benefits hereunder shall inure to the benefit of the heirs, executors and executors, administrators and assigns of AgentDirector. The rights conferred on Agent by this Agreement shall not be exclusive of any other right Agent may have or hereafter acquire under any statute, provision of the Certificate or Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in Agent’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation Company to Agent Director under this Agreement shall be binding on the Corporation Company and its successors and assigns until terminated in accordance with its terms. The Corporation Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation or to all or substantially all of the business or assets of the CorporationCompany, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation Company would be required to perform if no such succession had taken place. (c) . No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Agent Director under this Agreement in respect of any action taken or omitted by such Agent Director in his or her corporate status prior to such amendment, alteration or repeal. To the extent that a change in the Codeapplicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses expenses than would be afforded currently under the Certificate, Bylaws the Company’s bylaws and this Agreement, it is the intent of the parties hereto that Agent Director shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent Director shall not prevent the concurrent assertion or employment of any other right or remedy by AgentDirector.

NON-EXCLUSIVITY AND SURVIVAL OF RIGHTS. (a) All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible Proceeding. The benefits hereunder shall inure to the benefit of the heirs, executors and administrators and assigns of Agent. The rights conferred on Agent of indemnification as provided by this Agreement shall not be deemed exclusive of any other right Agent rights to which the Indemnitee may have or hereafter acquire at any time be entitled under any statuteapplicable law, provision the Certificate of Incorporation and Bylaws of the Certificate or BylawsCompany, agreementany other agreement with the Company, a vote of stockholders or disinterested directorsthe Company’s stockholders, a resolution of the Board or otherwise, both as to action in Agent’s official capacity and as to action in another capacity while holding office. (b) The obligations and duties of the Corporation to Agent under this Agreement shall be binding on the Corporation and its successors and assigns until terminated in accordance with its terms. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the Corporation or to all or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. (c) No amendment, alteration or repeal of this Agreement or of any provision hereof of this Agreement shall limit or restrict any right of Agent the Indemnitee under this Agreement in respect of any action taken or omitted by such Agent the Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the Codeany applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate, Company’s Certificate of Incorporation and Bylaws and this Agreement, it is the intent of the parties hereto to this Agreement that Agent the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Agent shall not prevent the concurrent assertion or employment of any other right or remedy remedy. (b) For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Proceeding indemnifiable hereunder, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for Indemnitee of the Company that is at least substantially comparable in scope and amount to that provided by Agentthe Company’s current policies of directors’ and officers’ liability insurance. Upon request, the Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, declarations, endorsements and other related materials, and will notify Indemnitee of any material changes that have been made to such documents. In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the directors and officers of the Company most favorably insured by such policy. The Company agrees to use commercially reasonable efforts to either modify its existing directors’ and officers’ liability insurance policies or to obtain additional coverage in order to include the Appointing Stockholder as an insured to the same or similar extent, and for the same amount of coverage, as the insurance policies in effect for the Company’s directors; provided, however, that the Company shall not be required to obtain, and shall not be required to maintain, insurance for the Appointing Stockholder if the Company determines in good faith that the cost of such insurance is commercially unreasonable. (c) At the time of the receipt of a notice of a claim pursuant to the terms of this Agreement, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (d) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (e) Except as provided in Section 8(d), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received payment of such amounts under any insurance policy, contract, other agreement or otherwise. (f) Except as provided in Section 8(d), the Company’s obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any enterprise or entity other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other enterprise or entity.