Nonexclusivity and Severability. (a) The rights to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of Incorporation, the Regulations, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders or directors or otherwise, as to any actions or failures to act by the Indemnitee, and shall continue after he has ceased to be a Director, officer, employee, or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, and administrators. (b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, and legal.
Appears in 5 contracts
Samples: Indemnification Agreement (Cliffs Natural Resources Inc.), Trust Agreement (Cliffs Natural Resources Inc.), Trust Agreement (Cleveland Cliffs Inc)
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationArticles, By-Laws, the RegulationsBCA, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders or of directors or otherwise, both as to any actions or failures to act by in the Indemnitee's official capacity and as to actions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, employee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his the Indemnitee's heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 5 contracts
Samples: Indemnification Agreement (Detroit Edison Co), Indemnification Agreement (Detroit Edison Co), Indemnification Agreement (Michigan Consolidated Gas Co /Mi/)
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, By-Laws, the RegulationsCorporation Act, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders stockholders or directors or otherwise, both as to any actions or failures in his official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the indemnitee has ceased to be a Directordirector, officer, employeetrustee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 5 contracts
Samples: Indemnification Agreement (Dendrite International Inc), Indemnification Agreement (Dendrite International Inc), Indemnification Agreement (Dendrite International Inc)
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, Bylaws, the RegulationsDGCL, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders Stockholders or of directors or otherwise, both as to any actions or failures in his official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, employee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 3 contracts
Samples: Indemnification Agreement (Forestar Group Inc.), Indemnification Agreement (Horton D R Inc /De/), Indemnification Agreement (Horton D R Inc /De/)
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, By-Laws, the RegulationsCorporation Act, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders stockholders or directors or otherwise, both as to any actions or failures in her official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the indemnitee has ceased to be a Directordirector, officer, employeetrustee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his her heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 2 contracts
Samples: Indemnification Agreement (Dendrite International Inc), Indemnification Agreement (Dendrite International Inc)
Nonexclusivity and Severability. (a) The rights to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationArticles, the Regulations, the ORC or any other statute, any insurance policy, agreement, agreement or vote of shareholders or directors or otherwise, as to any actions or failures to act by the Indemnitee, and shall continue after he has ceased to be a Directordirector, officer, employee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 2 contracts
Samples: Indemnification Agreement (Gorman Rupp Co), Indemnification Agreement (Gorman Rupp Co)
Nonexclusivity and Severability. (a) The rights to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of Incorporation, the Regulations, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders or directors or otherwise, as to any actions or failures to act by the Indemnitee, and shall continue after he has ceased to be a Director, officer, employee, or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, invalid unenforceable, or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, and legal.
Appears in 2 contracts
Samples: Trust Agreement (Cleveland Cliffs Inc), Trust Agreement (Cleveland Cliffs Inc)
Nonexclusivity and Severability. (a) The e rights to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of Incorporation, the Regulations, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders or directors or otherwise, as to any actions or failures to act by the Indemnitee, and shall continue after he has ceased to be a Director, officer, employee, or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, invalid unenforceable, or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, and legal.
Appears in 2 contracts
Samples: Trust Agreement (Cleveland Cliffs Inc), Trust Agreement (Cleveland Cliffs Inc)
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, By-Laws, the RegulationsCorporation Act, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders stockholders or directors or otherwise, both as to any actions or failures in her official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the indemnitee has ceased to be a Directordirector, officer, employeetrustee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his her heirs, executors, and executors arid administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 1 contract
Samples: Indemnification Agreement (Dendrite International Inc)
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, Bylaws, the RegulationsDGCL, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders Stockholders or of directors or otherwise, both as to any actions or failures in his official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, employee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal. 9.
Appears in 1 contract
Nonexclusivity and Severability. (a) The rights to indemnification and advancement of expenses provided or authorized by this Agreement shall may not be deemed exclusive of any other rights of rights, by indemnification or otherwise, to which the Indemnitee may be entitled under the Articles Declaration of IncorporationTrust, the RegulationsBy-laws, a resolution of the Shareholders or the Board, the ORC or any other statuteMGCL, any insurance policy, agreement, or vote of shareholders or directors an agreement or otherwise, both as to any actions or failures action in an Official Capacity and as to act by action in another capacity while holding such office, it being the Indemnitee, and shall continue after he has ceased to be a Director, officer, employee, or agent intention of the Company or other entity for which his service gives rise Trust to a right hereunder, and shall inure to provide the benefit of his heirs, executors, and administratorsIndemnitee with the maximum indemnification permissible under applicable law.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, enforceable and legal.
Appears in 1 contract
Nonexclusivity and Severability. (a) The rights right to ------------------------------- indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, By-Laws, the RegulationsDGCL, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders Stockholders or directors of Directors or otherwise, both as to any actions or failures in his official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, employee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 1 contract
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, Bylaws, the RegulationsTBCA, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders Stockholders or of directors or otherwise, both as to any actions or failures in his official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, employee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(ba) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise other illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 1 contract
Samples: Indemnification Agreement (Precept Business Services Inc)
Nonexclusivity and Severability. (a) The rights right to indemnification ------------------------------- provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, the RegulationsBylaws, the ORC or GCL, any other statute, any insurance policy, agreement, or vote of shareholders stockholders or of directors or otherwise, both as to any actions or failures in his official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, employee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 1 contract
Samples: Indemnification Agreement (Rightnow Technologies Inc)
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, By-Laws, the RegulationsCorporation Act, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders Shareholders or directors directors, or otherwise, both as to any actions or failures to act by in the Indemnitee’s official capacity and as to actions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, trustee, employee, or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his the Indemnitee’s heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, and legal.
Appears in 1 contract
Samples: Indemnification Agreement (Dendrite International Inc)
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, the RegulationsBylaws, the ORC or DGCL, any other statute, any insurance policy, agreement, or vote of shareholders Stockholders or directors the Board or otherwise, both as to any actions or failures in his official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, employee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 1 contract
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, By-Laws, the RegulationsCorporation Act, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders stockholders or directors or otherwise, both as to any actions or failures in his official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, employeetrustee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 1 contract
Samples: Indemnification Agreement (Dendrite International Inc)
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, By-Laws, the RegulationsCorporation Act, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders stockholders or directors or otherwise, both as to any actions or failures in his official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, employeetrustee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal. 10.
Appears in 1 contract
Samples: Indemnification Agreement (Dendrite International Inc)
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, Bylaws, the RegulationsDGCL, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders Stockholders or of directors or otherwise, both as to any actions or failures in his official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the Indemnitee has ceased to be a Directordirector, officer, employee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 1 contract
Samples: Indemnification Agreement (Affiliated Computer Services Inc)
Nonexclusivity and Severability. (a) The rights to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationArticles, the Regulations, the ORC or any other statute, any insurance policy, agreement, agreement or vote of shareholders or directors or otherwise, as to any actions or failures to act by the Indemnitee, and shall continue after he has ceased to be a Director, officer, employee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 1 contract
Nonexclusivity and Severability. (a) The rights right to indemnification provided by this Agreement shall not be exclusive of any other rights of indemnification to which the Indemnitee may be entitled under the Articles of IncorporationCertificate, By-Laws the RegulationsCorporation Act, the ORC or any other statute, any insurance policy, agreement, or vote of shareholders stockholders or directors or otherwise, both as to any actions or failures in her official capacity and as to act by the Indemniteeactions in another capacity while holding such office, and shall continue after he the indemnitee has ceased to be b a Directordirector, officer, employeetrustee, employee or agent of the Company or other entity for which his service gives rise to a right hereunder, and shall inure to the benefit of his her heirs, executors, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid, valid and legal.
Appears in 1 contract
Samples: Indemnification Agreement (Dendrite International Inc)