Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Without limiting the foregoing, the Corporation is authorized to enter into an agreement with any Director, officer, employee or agent of the Corporation providing indemnification for such person against expenses, including, without limitation, attorneys' fees, judgments, fines and amounts paid in settlement that result from any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, any action by or in the right of the Corporation, that arises by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent allowed by law, except that no such agreement shall provide for indemnification for any actions that constitute fraud, actual dishonesty or willful misconduct.
Appears in 6 contracts
Samples: Employment Agreement (Viacom Inc), Merger Agreement (CBS Corp), Employment Agreement (CBS Corp)
Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any statute, by-lawbylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Without limiting the foregoing, the Corporation is authorized to enter into an agreement with any Director, officer, employee Director or agent officer of the Corporation providing indemnification for such person against expenses, including, without limitation, attorneys' ’ fees, judgments, fines and amounts paid in settlement that result from any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, any action action, suit or proceeding by or in the right of the Corporation, that arises by reason of the fact that such person is or was a Director, officer, employee Director or agent officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, to the full fullest extent allowed by law, except that no such agreement shall provide for indemnification for any actions that constitute fraud, actual dishonesty or willful misconduct.
Appears in 3 contracts
Samples: Merger Agreement (Viacom Inc.), Merger Agreement (CBS Corp), Indemnification & Liability (CBS Corp)
Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI VII shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any statute, by-lawbylaw, agreement, vote of stockholders or disinterested Directors directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Without limiting the foregoing, the Corporation is authorized to enter into an agreement with any Director, officer, employee or agent of the Corporation providing indemnification for such person against expenses, including, without limitation, attorneys' ’ fees, judgments, fines and amounts paid in settlement that result from any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, any action action, suit or proceeding by or in the right of the Corporation, that arises by reason of the fact that such person is or was a Director, officer, an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, an employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, to the full fullest extent allowed by law, except that no such agreement shall provide for indemnification for any actions that constitute fraud, actual dishonesty or willful misconduct.
Appears in 2 contracts
Samples: Merger Agreement (Viacom Inc.), Merger Agreement (CBS Corp)
Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any statute, by-lawbylaw, agreement, vote of stockholders or disinterested Directors directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Without limiting the foregoing, the Corporation is authorized to enter into an agreement with any Directordirector, officer, officer or employee or agent of the Corporation providing indemnification for such person against expenses, including, without limitation, attorneys' ’ fees, judgments, fines and amounts paid in settlement that result from any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, any action action, suit or proceeding by or in the right of the Corporation, that arises by reason of the fact that such person is or was a Directordirector, officer, officer or employee or agent of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officerofficer (including, without limitation, a trustee), employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, to the full fullest extent allowed by law, except that no such agreement shall provide for indemnification for any actions that constitute fraud, actual dishonesty or willful misconduct.
Appears in 1 contract
Samples: Business Combination Agreement (MDH Acquisition Corp.)
Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI Section 10.2 shall not be deemed exclusive of any other rights to which a person Person seeking indemnification or advancement of expenses may be entitled under any statute, by-lawbylaw, agreement, vote of stockholders or disinterested Directors directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Without limiting the foregoing, the Corporation is authorized to enter into an agreement with any Director, officer, employee director or agent officer of the Corporation providing indemnification for such person Person against expenses, including, without limitation, attorneys' ’ fees, judgments, fines and amounts paid in settlement that result from any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, any action action, suit or proceeding by or in the right of the Corporation, that arises by reason of the fact that such person Person is or was a Director, officer, employee director or agent officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, to the full fullest extent allowed by law, except that no such agreement shall provide for indemnification for any actions that constitute fraud, actual dishonesty or willful misconduct.
Appears in 1 contract
Samples: Business Combination Agreement (MDH Acquisition Corp.)