Common use of NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION Clause in Contracts

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and this Agreement, it is the intent of the parties hereto that 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, in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1. The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsArticles, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawapplicable law and the Articles, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Articles or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement applicable law and the greater benefits so afforded by such changeArticles. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws, the Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable 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. 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 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. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. The Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership, joint venture, trust or other enterprise.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) a. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-Laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe General Corporation Law of the State of Delaware, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-Laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1 The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Charter, the Bylaws or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s 's bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise. Notwithstanding the foregoing, and this Agreement shall in no way limit, diminish or abrogate amend and restate any such other rights existing indemnification agreement effective as of the date hereof to indemnification or advancement of Expenseswhich Indemnitee and the Company are parties. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s 's bylaws and this Agreement, it is the intent of the parties hereto that 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, in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1 The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and . The Company shall not be liable under this Agreement shall in no way limitto make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, diminish contract, agreement or abrogate any otherwise; provided, however, that the Company agrees that it is the full indemnitor of first resort with respect to all such other rights to indemnification indemnifiable claims of Indemnitee, whether arising under this Agreement or advancement of Expensesotherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification or hold harmless or advancement of Expenses than would be afforded currently under the Company’s bylaws and Charter, the Bylaws or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1. The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporation, the Company’s bylawsIncorporation, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Certificate of Incorporation or this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsOrganizational Documents, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Organizational Documents and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCertificate, the Company’s bylawsBylaws, any agreement, a vote of stockholders, a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration alteration, or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration alteration, or repeal. To the extent that a change in Delaware lawthe DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Certificate, the Bylaws, and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that a change in the DGCL, whether by statute or judicial decision, limits the indemnification rights that would be afforded currently under the Certificate, the Bylaws, and this Agreement, it is the intent of the parties hereto that 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. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationincorporation of the Company, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive indemnification, advancement of Expenses as provided by or contribution set forth in this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation of the Company’s certificate of incorporation, the Company’s bylawsBy-Laws of the Company or any other agreement to which the Indemnitee, the Company or any agreement, Affiliates of the Company is a vote of stockholders, a resolution of directors or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesparty. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in as a function of his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware the law, whether by statute or judicial decision, permits greater indemnification indemnification, advancement or advancement of Expenses contribution rights than would be currently are afforded currently under the Certificate of Incorporation of the Company’s bylaws , the By-Laws of the Company and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy conferred herein conferred is intended to be exclusive of any other right or remedyremedy of Indemnitee, and every other right and or remedy shall be cumulative and in addition to every other right and or remedy given hereunder or now or hereafter existing at law, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1 The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsArticles, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawapplicable law and the Articles, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Articles or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate 's Certificate of incorporationIncorporation, the Company’s bylaws's Bylaws, any other agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe General Corporation Law of the State of Delaware, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws 's Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1. The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Company’s bylaws and Bylaws or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationincorporation of the Company, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe Law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. In the event of any change in the Law, whether by statute or judicial decision, that 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 statute or judicial decision to be applied to this Agreement, shall have no effect on this Agreement or the Indemnitee's rights and obligations hereunder. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Second Amended and Restated Certificate of Incorporation of the Company’s certificate of incorporation, as it may be amended from time to time, (the “Charter”), the Company’s bylawsBylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesthe Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Charter, Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate 's Restated Certificate of incorporationIncorporation, as amended, the Company’s bylaws's Amended and Restated Bylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws 's Restated Certificate of Incorporation, as amended, the Amended and Restated Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsArticles, any shareholders’ agreement or any other agreement, a vote of stockholdersshareholders, a resolution of directors or otherwiseotherwise (together, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesthe “Other Indemnification Provisions”). No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and this AgreementOther Indemnification Provisions, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. The Company shall not adopt any amendment to any of its Articles the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnification Provision.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsAmended and Restated By-laws (as the same may be amended from time to time, the “By-Laws”), any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsLLC Agreement, any agreement, a vote of stockholdersequityholders, a resolution of directors managers or otherwise, and this Agreement (ii) shall in no way limitbe interpreted independently of, diminish or abrogate and without reference to, any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws LLC Agreement and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1. The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any organizational documents of any Company Subsidiary, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Company’s bylaws and Bylaws, any organizational documents of any Company Subsidiary, or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1 The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsBye-laws, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Bye-laws or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate 's Certificate of incorporationIncorporation, the Company’s bylaws's Bylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws 's Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of Indemnitee to indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken RLF1 19400693v.1 or omitted by such Indemnitee in his Indemnitee's Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1 The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsArticles, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or ​ ​ completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Articles or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate 's Amended and Restated Certificate of incorporationIncorporation, as amended, the Company’s bylaws's Amended and Restated Bylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws 's Amended and Restated Certificate of Incorporation, as amended, the Amended and Restated Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other of the rights to which Indemnitee lndemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors Officers, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesothiswise. No amendment, alteration or repeal of this Agreement or of any provision hereof hiseof shall limit or restrict any right of Indemnitee lndemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee lndemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware Nevada law, whether whethis by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto hiseto that Indemnitee lndemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein hisein conferred is intended to be exclusive of any other of this right or remedy, and every other of this right and remedy shall be cumulative and in addition to every other of this right and remedy given hereunder or now or hereafter hiseafter existing at law, law or in equity or otherwiseof othiswise. The assertion or employment of any right or remedy hereunder hereunder, or otherwiseof othiswise, shall not prevent the concurrent assertion or employment of any other of this right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 15.1 The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationArticles, the Company’s bylawsBylaws, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, the BCA or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Articles, the Bylaws, or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws, Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, the LLC Agreement, any stockholders’ agreement or any other agreement, a vote of stockholders, a resolution of directors or otherwiseotherwise (together, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesthe “Other Indemnification Provisions”). No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and this AgreementOther Indemnification Provisions, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right rights of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe General Corporation Law of the State of Delaware, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-Laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by under this Agreement the greater benefits so afforded by such change; accordingly, and without limiting the foregoing, references in this Agreement to “to the fullest extent permitted by law” shall be understood to include any 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of the indemnification hereunder including to indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate 's Certificate of incorporationIncorporation, the Company’s bylaws's By-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws 's By-laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1. The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-Laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate of Incorporation, the Company’s bylaws and ByLaws or this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-Laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his [his][her] Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe General Corporation Law of the State of Delaware, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-Laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) a. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-Laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of Exhibit 10.3 this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the Delaware lawGeneral Corporation Law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-Laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement Deed shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationMemorandum, the Company’s Articles, any bylaws, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement Deed or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement Deed in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware Irish law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Memorandum, the Articles, any other governing documents of the Company or any of its Subsidiaries and this AgreementDeed, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement Deed 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise and shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights right to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Certificate of Incorporation and the Company’s By-laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Charter or Bylaws of incorporation, the Company’s bylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, otherwise and (ii) shall be enforced and this Agreement shall in no way limitbe interpreted independently of and without reference to or limitation or constraint (whether procedural, diminish substantive or abrogate otherwise) by any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Charter, or the Bylaws of the Company or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that a change in Delaware law, whether by statute or judicial decision, narrows or limits indemnification or advancement of Expenses that are afforded currently under the Charter, the Company’s bylaws or this Agreement, it is the intent of the parties hereto that such change, except to the extent required by applicable law, shall have no effect on this Agreement or the parties’ rights and obligations hereunder. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable lawLaw, the Company’s certificate of incorporationincorporation of the Company, the Company’s bylawsBy-laws (as they may be altered or amended), any agreement, a vote of stockholders, a resolution of directors or otherwise. Indemnitee shall, in any event and without limitation of his rights under this Agreement shall Agreement, but in no way limitaugmentation thereof, diminish or abrogate be entitled to the fullest indemnity and protection provided by the Company to any such other rights to indemnification or advancement of Expensesits directors and executive officers. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe Law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Amended and Restated By-laws, the Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any stockholders’ agreement or any other agreement, a vote of stockholders, a resolution of directors or otherwiseotherwise (together, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesthe “Other Indemnification Provisions”). No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and this AgreementOther Indemnification Provisions, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. The Company shall not adopt any amendment to any of its Certificate of Incorporation or Bylaws the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnification Provision.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time now or in the future be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors the Board, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his his/her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware the DGCL or other applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-laws or the Certificate of Incorporation of the Company and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such changechange(s). 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 15.1. The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and . The Company shall not be liable under this Agreement shall in no way limitto make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, diminish contract, agreement or abrogate any otherwise; provided, however, that the Company agrees that it is the full indemnitor of first resort with respect to all such other rights to indemnification indemnifiable claims of Indemnitee, whether arising under this Agreement or advancement of Expensesotherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification or hold harmless rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Charter, the Bylaws or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement payment in advance of Expenses as provided by this Agreement shall are not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsAmended and Restated Bylaws, any agreement, a vote of stockholdersshareholders or a resolution of directors, or otherwise. To the extent Indemnitee otherwise would have any greater right to indemnification or payment in advance of expenses under any other provisions under applicable law, the Company’s Amended and Restated Bylaws, any agreement, a vote of shareholders, a resolution of directors or otherwise, and this Agreement shall in no way limit, diminish or abrogate any Indemnitee will be deemed to have such other rights to indemnification or advancement of Expensesgreater right hereunder. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement payment in advance of Expenses than would be afforded currently under the Company’s bylaws Amended and Restated Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy enjoy, and 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Charter, Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. [The parties acknowledge that Indemnitee is a party to an Indemnification Agreement with the Company dated as of [____] (the “Existing Agreement”), that this Agreement shall be deemed to be an amendment and restatement of the Existing Agreement, and that the Indemnitee shall continue to be entitled to any rights to indemnification or advancement of expenses, on a non-exclusive basis, under the Existing Agreement with respect to any matters for which a claim for indemnification or advancement of expenses has been made prior to the date hereof.]

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate 's Articles of incorporationIncorporation, the Company’s bylaws's By-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee's Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws 's By-laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws [By-laws] [Certificate of Incorporation] and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationAdient Articles, the Company’s bylawsAdient Deed of Indemnity, the Operating Agreement, any agreement, a vote of Adient shareholders, a vote of the Company’s stockholders, a resolution of directors directors, any insurance maintained by Adient or the Company or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware Michigan law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Adient Articles, the Adient Deed of Indemnity, the Operating Agreement and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws of the Company (as amended or restated, the “Bylaws”), any agreement, a vote of stockholders, a resolution of directors or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesthe Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsLLC Agreement, any agreement, a vote of stockholders, stakeholders or a resolution of directors the Board, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws LLC Agreement and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other of the rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors Officers, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesothiswise. No amendment, alteration or repeal of this Agreement or of any provision hereof hiseof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware Nevada law, whether whethis by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto hiseto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein hisein conferred is intended to be exclusive of any other of this right or remedy, and every other of this right and remedy shall be cumulative and in addition to every other of this right and remedy given hereunder or now or hereafter hiseafter existing at law, law or in equity or otherwiseof othiswise. The assertion or employment of any right or remedy hereunder hereunder, or otherwiseof othiswise, shall not prevent the concurrent assertion or employment of any other of this right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 17.1. The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Company’s bylaws and Bylaws or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of of, and shall be in addition to and not in lieu of, any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Restated Certificate of incorporationIncorporation, the Company’s bylawsBy-laws, any agreementsubsequent agreement relating to the subject matter of this Agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware New York law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-laws and certificate of incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1 The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsArticles, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or ​ completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Articles or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The a)The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCertificate, the Company’s bylawsBylaws, any agreement, a vote of stockholders, a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration alteration, or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration alteration, or repeal. To the extent that a change in Delaware lawthe DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Certificate, the Bylaws, and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that a change in the DGCL, whether by statute or judicial decision, limits the indemnification rights that would be afforded currently under the Certificate, the Bylaws, and this Agreement, it is the intent of the parties hereto that 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. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationAdient Articles, the Company’s bylawsAdient Deed of Indemnity, the Operating Agreement, any agreement, a vote of Adient shareholders, a vote of the Company’s stockholders, a resolution of directors directors, any insurance maintained by Adient or the Company or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware Michigan law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Adient Articles, the Adient Deed of Indemnity, the Operating Agreement and this Agreement, it is the intent of the parties hereto that 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, in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.given

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee's Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, a resolution of directors or otherwiseotherwise (together, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesthe “Other Indemnification Provisions”). No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and Other Indemnification Provisions and/or this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. The Corporation shall not adopt any amendment to any of its Certificate of Incorporation or Bylaws, the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnification Provision.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCertificate, the Company’s bylawsBy-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof or of the Certificate or the By-laws or of any provision thereof shall limit or restrict any right of Indemnitee under this Agreement Agreement, the Certificate or the By-laws in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware the law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and this Agreement, the Certificate or the By-laws it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent or later assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification Indemnitee to be indemnified or held harmless and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or hold harmless payments or advancement of Expenses than would be afforded currently under the Company’s bylaws Certificate of Incorporation, the Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1 The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsAmended and Restated Articles, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws Amended and Restated Articles or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee shall enjoy to the fullest extent permitted by this Agreement the greater benefits so afforded by such changelaw. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationFormation, the Company’s bylawsLLC Agreement, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Indemnitee’s Company Status prior to such amendment, alteration or repeal. The Company shall not adopt any amendment or alteration to, or repeal of, the Certificate of Formation or the LLC Agreement, the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnification pursuant to this Agreement, the LLC Agreement or applicable law relative to such rights prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and LLC Agreement or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such changechange as of the effective date of this Agreement, to the fullest extent permitted by applicable law and the LLC Agreement. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise, otherwise shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws, Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. 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 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. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership, joint venture, trust or other enterprise.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Restated Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Restated Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Articles or Bylaws of incorporation, the Company’s bylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, otherwise and (ii) shall be enforced and this Agreement shall in no way limitbe interpreted independently of and without reference to or limitation or constraint (whether procedural, diminish substantive or abrogate otherwise) by any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Articles or Bylaws of the Company or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that a change in Oregon law, whether by statute or judicial decision, narrows or limits indemnification or advancement of Expenses that are afforded currently under the Articles, the Company’s Bylaws or this Agreement, it is the intent of the parties hereto that such change, except to the extent required by applicable law, shall have no effect on this Agreement or the parties’ rights and obligations hereunder. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, otherwise and (ii) shall be enforced and this Agreement shall in no way limitbe interpreted independently of and without reference to or limitation or constraint (whether procedural, diminish substantive or abrogate otherwise) by any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Company’s bylaws and Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that a change in Delaware law, whether by statute or judicial decision, narrows or limits indemnification or advancement of Expenses that are afforded currently under the Charter, the Company’s bylaws or this Agreement, it is the intent of the parties hereto that such change, except to the extent required by applicable law, shall have no effect on this Agreement or the parties’ rights and obligations hereunder. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Charter, the Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) 16.1 The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable lawlaw and the Articles, the Company’s certificate of incorporation, the Company’s bylawsArticles, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawapplicable law and the Articles, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Articles or this Agreement, it is the intent of then this Agreement (without any further action by the parties hereto hereto) shall automatically be deemed to be amended to require that the Company indemnifies Indemnitee shall enjoy to the fullest extent permitted by this Agreement applicable law and the greater benefits so afforded by such changeArticles. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-laws, CEC Indemnification, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-laws, the Company’s Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive indemnification, advancement of Expenses as provided by or contribution set forth in this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation of the Company’s certificate of incorporation, the Company’s bylawsBy-Laws of the Company or any other agreement to which the Indemnitee, the Company or any agreement, Affiliates of the Company is a vote of stockholders, a resolution of directors or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesparty. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in as a function of his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware the law, whether by statute or judicial decision, permits greater indemnification indemnification, advancement or advancement of Expenses contribution rights than would be currently are afforded currently under the Certificate of Incorporation of the Company’s bylaws , the By-Laws of the Company and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy conferred herein conferred is intended to be exclusive of any other right or remedyremedy of Indemnitee, and every other right and or remedy shall be cumulative and in addition to every other right and or remedy given hereunder or now or hereafter existing at law, law or in equity or otherwise. The assertion or US-DOCS\103388071.1 Exhibit 10.1 employment of any right or remedy hereunder or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationincorporation of the Company, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe Law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. In the event of any change in the Law, whether by statute or judicial decision, that 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 statute or judicial decision to be applied to this Agreement, shall have no effect on this Agreement or the Indemnitee’s rights and obligations hereunder. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by Indemnitee under this Agreement Deed shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, including the Company’s certificate of incorporationAct, the Company’s bylawsAdient Articles, any agreement, a vote of stockholdersAdient’s shareholders, a resolution of directors directors, any insurance maintained by Adient or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement Deed or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement Deed in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware Irish law, including the Act, or any other applicable laws, whether by statute or judicial decision, permits greater indemnification or advancement advance of Expenses than would be afforded currently under Irish law and/or under the Company’s bylaws and Adient Articles and/or this AgreementDeed, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement Deed 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.. (b) To the extent that Adient maintains an insurance policy or policies providing liability insurance for directors, officers, secretaries, employees, or agents of any Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, secretary,

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal modification of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repealmodification. To No amendment, alteration or repeal of relevant provisions of the DGCL or any other applicable law shall limit or restrict any right of Indemnitee under this Agreement, and to the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Charter, Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by Indemnitee under this Agreement Deed shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, including the Company’s certificate of incorporationAct, the Company’s bylawsAdient Articles, any agreement, a vote of stockholdersAdient’s shareholders, a resolution of directors directors, any insurance maintained by Adient or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement Deed or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement Deed in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawIrish Law, including the Act, or any other applicable laws, whether by statute or judicial decision, permits greater indemnification or advancement advance of Expenses than would be afforded currently under the Company’s bylaws Adient Articles, and this AgreementDeed, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement Deed 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of the indemnification hereunder including to indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware Nevada law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of to indemnification and to receive advancement of Expenses as provided by this Agreement shall provides are not and will not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Amended and Restated Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal termination of this Agreement or of any provision hereof shall will limit or restrict any right of Indemnitee under this Agreement hereunder in respect of any action Indemnitee has taken or omitted by such Indemnitee in his her Corporate Status prior to such that amendment, alteration or repealtermination. To the extent that a change in Delaware law, law (whether by statute or judicial decision, ) permits greater indemnification or advancement of Expenses by agreement than would be afforded currently under the Company’s bylaws and this Agreement, it is the intent and agreement of the parties hereto that Indemnitee shall will enjoy by this Agreement the greater benefits so afforded by such changethat change affords. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.. (b) The Company will maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement (subject to appropriate cost considerations), an insurance policy or policies providing liability insurance for directors, officers and employees of the Company or of any other Enterprise that any such person serves at the request of the Company. Indemnitee will be covered by any such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such person under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The a)The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repealrepeals, except as may otherwise be expressly set forth in such amendment, alteration or repeals and mutually agreed by Indemnitee and the Company. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses expenses than would be afforded currently under the Company’s bylaws and Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise (collectively, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesthe “Other Indemnity Provisions”). No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his [his][her] Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. For purposes of greater clarity, (a) to the extent that the Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, the Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision that permits any greater right to indemnification than that provided under this Agreement as of the date hereof, the Indemnitee will be deemed to have such greater right hereunder. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCertificate, the Company’s bylawsBy-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof or of the Certificate or the By-laws or of any provision thereof shall limit or restrict any right of Indemnitee under this Agreement Agreement, the Certificate or the By-laws in respect of any action taken or omitted by such Indemnitee in his Indemnitee's Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware the law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and this Agreement, the Certificate or the By-laws it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent or later assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise. Notwithstanding the foregoing, and upon execution of this Agreement Agreement, any Prior Indemnification Agreement, if such exists, shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expensesautomatically terminate. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, except as may otherwise be expressly set forth in such amendment, alteration or repeal and mutually agreed by Ixxxxxxxxx and the Company. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Company’s bylaws and Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. The Company shall not adopt any amendment or alteration to, or repeal of, the Certificate of Incorporation or the Bylaws, the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to identification pursuant to this Agreement, the Certificate of Incorporation, the Bylaws or applicable law prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and Certificate of Incorporation, the Bylaws or this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification indemnification, to be held harmless and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his their Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or resolution of directors, this Agreement, or otherwise, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Restated Certificate of incorporation, Incorporation or the CompanyCorporation’s bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, otherwise and (ii) shall be enforced and this Agreement shall in no way limitbe interpreted independently of and without reference to or limitation or constraint (whether procedural, diminish substantive or abrogate otherwise) by any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses rights than would be afforded currently under the CompanyRestated Certificate of Incorporation, the Corporation’s bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that a change in Delaware law, whether by statute or judicial decision, narrows or limits indemnification or advancement of Expenses than are afforded currently under the Restated Certificate of Incorporation, the Corporation’s bylaws and this Agreement, it is the intent of the parties hereto that such change, except to the extent required by applicable law, shall have no effect on this Agreement or the parties’ rights and obligations hereunder. 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, in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) a. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy- Laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe General Corporation Law of the State of Delaware, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-Laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) a. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwiseotherwise and (ii) shall be interpreted independently of, and this Agreement shall in no way limitwithout reference to, diminish or abrogate any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof hereof, the Certificate of Incorporation or the Bylaws shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws, the Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Articles of incorporationIncorporation, as amended, the Company’s bylawsBy-laws, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware Virginia law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Articles of Incorporation, as amended, the Company’s By-laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) a. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBy-Laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and . Indemnitee’s rights under this Agreement are present contractual rights that shall in no way limit, diminish fully vest upon Indemnitee’s first service as a director or abrogate any such other rights to indemnification or advancement executive officer of Expensesthe Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe General Corporation Law of the State of Delaware, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws By-Laws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change without the necessity of amending this Agreement which shall be deemed to be so amended as of the effective date of any 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which an Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation, the Company’s bylawsArticles, any agreement, a vote of stockholdersshareholders, a resolution of directors or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware any applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Articles and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. Notwithstanding anything in this Agreement to the contrary, the indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnitee or any of the Indemnitee’s agents.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBy-Laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, otherwise and (ii) shall be enforced and this Agreement shall in no way limitbe interpreted independently of and without reference to or limitation or constraint (whether procedural, diminish substantive or abrogate otherwise) by any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and By-Laws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that a change in Delaware law, whether by statute or judicial decision, narrows or limits indemnification or advancement of Expenses that are afforded currently under the Charter, the By-Laws or this Agreement, it is the intent of the parties hereto that such change, except to the extent required by applicable law, shall have no effect on this Agreement or the parties’ rights and obligations hereunder. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The a)The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationCharter, the Company’s bylawsBylaws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repealrepeals, except as may otherwise be expressly set forth in such amendment, alteration or repeals and mutually agreed by Indemnitee and the Company. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification indemnification, hold harmless or exoneration rights or advancement of Expenses expenses than would be afforded currently under the Company’s bylaws and Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses Indemnitee as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Restated Certificate of incorporationIncorporation, the Company’s bylawsBy-laws, any agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, otherwise and (ii) shall be enforced and this Agreement shall in no way limitbe interpreted independently of and without reference to or limitation or constraint (whether procedural, diminish substantive or abrogate otherwise) by any other such other rights to indemnification or advancement of Expenseswhich Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and Restated Certificate of Incorporation or By-laws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that a change in Delaware law, whether by statute or judicial decision, narrows or limits indemnification or advancement of Expenses that are afforded currently under the Company’s Restated Certificate of Incorporation or By-laws or this Agreement, it is the intent of the parties hereto that such change, except to the extent required by applicable law, shall have no effect on this Agreement or the parties’ rights and obligations hereunder. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Articles of incorporationIncorporation, the Company’s bylawsBylaws, any agreement, a vote of stockholders, shareholders or a resolution of directors directors, the BCA or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware the Republic of the Xxxxxxxx Islands law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws and BCA, the Articles of Incorporation, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. The Company will not adopt any amendment to the Articles of Incorporation or the Bylaws the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any contract or otherwise. 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate Certificate of incorporationIncorporation, the Company’s bylawsBylaws, any other agreement, a vote of stockholders, stockholders or a resolution of directors directors, or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware lawthe DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Bylaws and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporationAdient Articles, the Company’s bylawsAdient Deed of Indemnity, the Operating Agreement, any agreement, a vote of Adient shareholders, a vote of the Company’s stockholders, a resolution of directors directors, any insurance maintained by Adient or the Company or otherwise, and this Agreement shall in no way limit, diminish or abrogate any such other rights to indemnification or advancement of Expenses. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s bylaws Adient Articles, the Adient Deed of Indemnity, the Operating Agreement and this Agreement, it is the intent of the parties hereto that 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, law or in equity or otherwise. The assertion or employment of any right or remedy hereunder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.