Common use of Non-exclusivity of Indemnification and Advancement of Expenses Clause in Contracts

Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not entitled in Sections 1 and 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Motivepower Industries Inc), Agreement and Plan of Merger (Westinghouse Air Brake Co /De/)

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Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by by, or granted pursuant to to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any the Certificate of Incorporation, these By-LawLaws, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections Section 1 and Section 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not entitled specified in Sections Section 1 and or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of DelawareDGCL, or otherwise.

Appears in 2 contracts

Samples: Merger Agreement (SWIFT TRANSPORTATION Co), Merger Agreement (Knight Transportation Inc)

Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation or any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his such person's official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not entitled specified in Sections Section 1 and or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of DelawareGCL, or otherwise.

Appears in 2 contracts

Samples: Merger Agreement (Ness Technologies Inc), Merger Agreement (Sapiens International Corp N V)

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Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation or any By-LawBylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his such person's official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 Section 7.1 and 2 7.2 of this Article VIII VII shall be made to the fullest extent permitted by law. The provisions of this Article VIII VII shall not be deemed to preclude the indemnification of any person who is not entitled specified in Sections 1 and 2 Section 7.1 or 7.2 of this Article VIII VII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of DelawareDGCL, or otherwise.

Appears in 1 contract

Samples: Recapitalization and Merger Agreement (Wyndham International Inc)

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